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The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009

Type Statutory-Instrument

Publication 2009-07-21

Last updated 2018-08-30

State In force

Department King's Printer of Acts of Parliament

Source legislation.gov.uk

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(2) The provisions are— (a) section 162 (register of directors); (b) Chapter 3 of Part 10 (declaration of interest in existing transaction or arrangement); (c) sections 190 to 196 (transactions requiring members' approval: substantial property transactions); (d) sections 197 to 214 (transactions requiring members' approval: loans etc.).

Greater London Authority Act 1999 (c. 29)

178

(1) The Greater London Authority Act 1999 is amended as follows.

(2) In section 157(1) (Transport for London: restriction on exercise of certain powers except through a company), for “registered under the Companies Act 1985” substitute “ registered under the Companies Act 2006 ”.

(3) In section 211 (public sector operators: interpretation), for subsection (2) substitute—

(2) Expressions used in sub-paragraphs (i) to (iv) of subsection (1)(e) above 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.

(4) In section 220(7) (meaning and effect of PPP administration orders), for the definition of “the court” substitute—

“the court”, in relation to a PPP 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);

(5) In section 224 (meaning of “company” and application of provisions to unregistered, foreign and other companies), for subsection (1) substitute—

(1) In the PPP 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.

(6) In section 424(1) (general interpretation), in the definition of “subsidiary” for “to it by section 736 of the Companies Act 1985” substitute “ by section 1159 of the Companies Act 2006 ”.

(7) In Schedule 10 (Transport for London), in paragraph 7(1)(c) (delegation of functions to wholly owned subsidiary), for “within the meaning of section 736(2) of the Companies Act 1985” substitute “ as defined in section 1159 of the Companies Act 2006 ”.

(8) In Part 1 of Schedule 14 (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 ”;

(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 Mayor of London and the registrar of companies”; and (b) where paragraph (a) above does not apply, the words “to the Mayor of London”.

(d) in paragraph 9, in the substituted subsection (2A), 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, 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 (b) substitute—

(b) 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.

(9) In Schedule 32 (London Regional Transport Pension etc Schemes), in paragraph 5(3) (welfare schemes: power to amend memorandum and articles of company trustee)—

(a) in the first sentence, for “memorandum and articles” substitute “ articles ”;

(b) for the second sentence substitute “ In this sub-paragraph “company” means a company as defined in section 1(1) of the Companies Act 2006. ”.

Contracts (Rights of Third Parties) Act 1999 (c. 31)

179

(1) The Contracts (Rights of Third Parties) Act 1999 is amended as follows.

(2) In section 6 (exceptions)—

(a) in subsection (2) (memorandum and articles of company), for “section 14 of the Companies Act 1985” substitute “ section 33 of the Companies Act 2006 (effect of company's constitution) ”;

(b) in subsection (2A) (constitution of limited liability partnership) for the words from “or any limited liability partnership agreement” to the end substitute “ or any agreement (express or implied) between the members of a limited liability partnership, or between a limited liability partnership and its members, that determines the mutual rights and duties of the members and their rights and duties in relation to the limited liability partnership. ”.

(3) In section 9(application to Northern Ireland), omit subsection (2).

Water (Northern Ireland) Order 1999 (S.I. 1999/662 (N.I. 6))

180

In Article 46(2)(a) of the Water (Northern Ireland) Order 1999 (power of Department to enter into arrangements for improvement or restoration of waterways: forming or promoting companies), for “(within the meaning of the Companies (Northern Ireland) Order 1986)” substitute “ under the Companies Act 2006 ”.

Financial Services and Markets Act 2000 (c. 8)

181

(1) The Financial Services and Markets Act 2000 is amended as follows.

(2) In section 96B (disclosure rules: persons responsible for compliance), in subsection (2)(a) (meaning of “connected person”) for “section 346 of the Companies Act 1985” substitute “ section 252 of the Companies Act 2006 ”.

(3) In section 236(4) (open-ended investment companies), for paragraphs (a) and (b) substitute—

(a) Chapters 3 to 7 of Part 18 of the Companies Act 2006;

(4) In section 417(1) (definitions), in the definition of “private company” for “the meaning given in section 1(3) of the Companies Act 1985 or in Article 12(3) of the Companies (Northern Ireland) Order 1986” substitute “ the same meaning as in the Companies Acts (see section 4 of the Companies Act 2006) ”.

(5) In Schedule 1 (the Financial Services Authority)—

(a) in paragraph 1(1) omit the definition of “the 1985 Act”;

(b) in paragraph 14, for “the 1985 Act” substitute “ the Companies Act 2006 ”.

Learning and Skills Act 2000 (c. 21)

182

In section 141(1) of the Learning and Skills Act 2000 (training programmes: cessation of funding: companies to which the section applies)—

(a) in paragraph (c) for “memorandum and articles of association” substitute “ articles of association ”;

(b) in paragraph (d) for “memorandum of association” substitute “ articles of association ”.

Postal Services Act 2000 (c. 26)

183

(1) The Postal Services Act 2000 is amended as follows.

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) In section 80 (shadow directors), for subsection (2) substitute—

(2) The provisions are— (a) section 162(6) of the Companies Act 2006 (register of directors: liability for offence); (b) Chapter 3 of Part 10 of that Act (declaration of interest in existing transaction or arrangement); (c) sections 190 to 196 of that Act (transactions requiring members' approval: substantial property transactions); (d) sections 197 to 214 of that Act (transactions requiring members' approval: loans etc.); (e) regulation 10(3) of the Companies (Trading Disclosures) Regulations 2008 (liability for offence), as it applies in relation to an offence under regulation 8 (disclosure of names of directors).

(5) In section 125 (general interpretation), in subsection (4) (meaning of “subsidiary” and “wholly owned subsidiary”), for “section 736 of the Companies Act 1985 or Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ”.

Transport Act 2000 (c. 38)

184

(1) The Transport Act 2000 is amended as follows.

(2) In section 5 (licences for air traffic services), in subsection (4), for the words from “a company which is” to the end substitute “ a company (as defined in section 1(1) of the Companies Act 2006) that is limited by shares. ”.

(3) In section 49 (issue of securities), in subsection (6)(b) (securities to be treated as fully paid), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”.

(4) In section 56 (shadow directors), for subsection (5) substitute—

(5) The provisions are— (a) section 162(6) of the Companies Act 2006 (register of directors: liability for offence); (b) Chapter 3 of Part 10 of that Act (declaration of interest in existing transaction or arrangement); (c) sections 190 to 196 of that Act (transactions requiring members' approval: substantial property transactions); (d) sections 197 to 214 of that Act (transactions requiring members' approval: loans etc.); (e) regulation 10(3) of the Companies (Trading Disclosures) Regulations 2008 (liability for offence), as it applies in relation to an offence under regulation 8 (disclosure of names of directors).

(5) In section 58 (securities to be issued), in subsection (9)(b) (securities to be treated as fully paid), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”.

(6) In section 65 (interpretation of Chapter 2 of Part 1)—

(a) in subsection (2) (meaning of “company”), for “has the meaning given by section 735(1) of the Companies Act 1985 or Article 3 of the Companies (Northern Ireland) Order 1986” substitute “ means a company as defined in section 1(1) of the Companies Act 2006 ”;

(b) in subsection (8) (meaning of “subsidiary” etc), for “section 736 of the Companies Act 1985 or Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ”.

(7) In Part 1 of Schedule 1 (air traffic administration orders: modifications of Insolvency Act 1986)—

(a) in paragraph 6(3) for “memorandum or articles of association” substitute “ articles of association ”;

(b) in paragraph 12(6), in the substituted subsection (6) for “an office copy” substitute “ a copy ”.

(8) In Schedule 3 (air traffic administration orders: Northern Ireland)—

(a) in paragraph 1 for “under the Companies (Northern Ireland) Order 1986” substitute “ under the Companies Act 2006 in Northern Ireland ”;

(b) in paragraph 6, in the substituted Schedule 1, in paragraph 6(3) for “memorandum or articles of association” substitute “ articles of association ”;

Political Parties, Elections and Referendums Act 2000 (c. 41)

185

In section 54(2) of the Political Parties, Elections and Referendums Act 2000 (permissible donors)—

(a) in paragraph (b)(i) (companies), for “registered under the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ registered under the Companies Act 2006 ”;

(b) in paragraph (f) (limited liability partnerships), omit“, or any corresponding enactment in force in Northern Ireland,”.

National Parks (Scotland) Act 2000 (asp 10)

186

In paragraph 15(c) of Schedule 2 to the National Parks (Scotland) Act 2000 (powers of National Park Authorities: formation and promotion of companies), for “(within the meaning of the Companies Act 1985)” substitute “ under the Companies Act 2006 ”.

Regulation of Investigatory Powers (Scotland) Act 2000 (asp 11)

187

In section 2(7) of the Regulation of Investigatory Powers (Scotland) Act 2000 (Surveillance Commissioners: grounds for removal from office), in paragraph (b) for “Part II of the Companies (Northern Ireland) Order 1989” substitute “ the Company Directors Disqualification (Northern Ireland) Order 2002 ”.

Private Security Industry Act 2001 (c. 12)

188

(1) The Private Security Industry Act 2001 is amended as follows.

(2) In section 4(12) (exemptions from licensing requirement: interpretation), in the definition of “company”, “holding company” and “subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.

(3) In section 25(1) (general interpretation)—

(a) in the definition of “director”, in paragraph (a) 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 ”.

Criminal Justice and Police Act 2001 (c. 16)

189

(1) Part 2 of the Criminal Justice and Police Act 2001 (powers of seizure) is amended as follows.

(2) In section 56(5) (property seized by constables etc: persons acting under warrant granted under companies legislation), omit paragraph (b).

(3) In section 57(1) (retention of seized items), omit paragraph (i).

(4) In section 64(3)(a) (meaning of “appropriate judicial authority”), omit sub-paragraph (ii).

(5) In section 65 (meaning of “legal privilege”), omit subsection (5).

(6) In section 66(5) (general interpretation: references to powers of seizure), omit paragraph (d).

(7) In Part 1 of Schedule 1 (powers to which section 50 applies), omit paragraph 42.

Anti-terrorism, Crime and Security Act 2001 (c. 24)

190

In Schedule 4 to the Anti-terrorism, Crime and Security Act 2001 (disclosure provisions to which section 17 of that Act applies), in Part 2 (Northern Ireland legislation), omit paragraph 59.

Housing (Scotland) Act 2001 (asp 10)

191

(1) The Housing (Scotland) Act 2001 is amended as follows.

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4) In section 83(1)(b) (meaning of “officer” of company)—

(a) for “registered under the Companies Act 1985” substitute “ registered under the Companies Act 2006 ”, and

(b) for “within the meaning of that Act” substitute “ within the meaning of the Companies Acts (see sections 250 and 1173(1) of that Act) ”.

(5) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(6) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090)

192

(1) The Limited Liability Partnerships Regulations 2001 are amended as follows.

(2) In regulation 4(2) (application of directors disqualification legislation to LLPs), omit sub-paragraph (e).

(3) In regulation 5(2) (application of insolvency legislation to LLPs)—

(a) in sub-paragraph (d) for “the 1985 Act” substitute “ the Companies Acts ”;

(b) in sub-paragraph (e) omit “to the memorandum of association of a company and”.

Land Registration Act 2002 (c. 9)

193

(1) The Land Registration Act 2002 is amended as follows.

(2) In section 106(2) (power of registrar to form companies etc: interpretation), in the definition of “company” for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

(3) For section 121 (forwarding of applications to registrar of companies) substitute—

(121) (1) The Lord Chancellor may by rules make provision about the transmission by the registrar to the registrar of companies of applications under— (a) Part 25 of the Companies Act 2006 (registration of charges over property of companies registered in the United Kingdom), or (b) regulations under section 1052 of that Act (registration of charges over property in the United Kingdom of overseas companies). (2) In subsection (1) “the registrar of companies” has the same meaning as in the Companies Acts (see section 1060 of the Companies Act 2006).

Commonhold and Leasehold Reform Act 2002 (c. 15)

194

(1) The Commonhold and Leasehold Reform Act 2002 is amended as follows.

(2) In section 1(1)(b) (commonhold land), for “memorandum of association” substitute “ articles of association ”.

(3) In section 5(1)(d) (registered details), for “memorandum and articles of association” substitute “ articles of association ”.

(4) In section 8(3)(c) (transitional period: relevant provisions), for “memorandum or articles” substitute “ articles ”.

(5) In section 13(6)(c) (references to joint unit-holders), for “memorandum or articles of association” substitute “ articles of association ”.

(6) In section 31 (commonhold community statement: form and content)—

(a) in subsection (4)(b) for “memorandum or articles” substitute “ articles ”, and

(b) in subsection (9)(d) for “memorandum or articles of association” substitute “ articles of association ”.

(7) In section 34 (constitution of a commonhold association), for subsection (1) substitute—

(1) A commonhold association is a private company limited by guarantee— (a) the articles of which state that an object of the company is to exercise the functions of a commonhold association in relation to specified commonhold land, and (b) the statement of guarantee of which specifies £1 as the amount of the contribution required from each member in the event of the company being wound up.

(8) In section 36(2) and (3)(b) (voting) for “memorandum or articles of association” substitute “ articles of association ”.

(9) In section 37(1)(b) (enforcement of commonhold rights), for “memorandum or articles” substitute “ articles ”.

(10) In section 40(1)(a) (rectification of documents), for “memorandum or articles of association” substitute “ articles of association ”.

(11) In section 51(3)(b) (succession order), for “memorandum and articles of association” substitute “ articles of association ”.

(12) In section 57(2) (multiple site commonholds), for “memorandum of association” substitute “ articles of association ”.

(13) In section 58(4)(b) (development rights), for “memorandum and articles of association” substitute “ articles of association ”.

(14) In section 69 (interpretation)—

(a) in subsection (1), for the definition of “object” substitute—

“object”, in relation to a commonhold association, means an object stated in the association's articles of association (see section 31 of the Companies Act 2006);

(b) in subsection (3), for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.

(15) In section 73(2)(b) (RTM companies), for “memorandum of association states” substitute “ articles of association state ”.

(16) In section 74 (RTM companies: membership and regulations)—

(a) in subsection (2) for “memorandum of association and articles of association” substitute “ articles of association ”;

(b) in subsections (3) and (5) for “memorandum or articles” substitute “ articles ”;

(i) in the opening words, for “a memorandum or articles” substitute “ articles ”, and

(ii) in paragraph (a), for “memorandum or articles” substitute “ articles ”;

(d) for subsection (7) substitute—

(7) Section 20 of the Companies Act 2006 (default application of model articles) does not apply to a RTM company.

(17) In section 78(4)(a) and (b) and (5)(a) and (c) (notice inviting participation) for “memorandum of association and articles of association” substitute “ articles of association ”.

(18) In section 87(4)(d) (deemed withdrawal of claim notice if RTM company struck off), for “section 652 or 652A of the Companies Act 1985” substitute “ section 1000, 1001 or 1003 of the Companies Act 2006 ”.

(19) In section 105(3)(d) (cessation of right to manage if RTM company struck off), for “section 652 or 652A of the Companies Act 1985” substitute “ section 1000, 1001 or 1003 of the Companies Act 2006 ”.

(20) In Schedule 1 (application for registration of a freehold estate in commonhold land)—

(a) in paragraph 2, for “certificate of incorporation under section 13 of the Companies Act 1985” substitute “ certificate of incorporation under section 15 of the Companies Act 2006 ”;

(b) in paragraph 3, for “section 28 of that Act” substitute “ section 80 of that Act (change of name) ”;

195

(1) Schedule 3 (constitution of commonhold association) to the Commonhold and Leasehold Reform Act 2002 is amended as follows.

(2) In the heading to Part 1 for “Memorandum and Articles of Association” substitute “ Articles of Association ”.

(3) For paragraph 1 (introduction) substitute—

(1) In this Schedule “articles” means the articles of association of a commonhold association.

(4) In paragraph 2 (form and content)—

(a) in sub-paragraph (1) for “the memorandum and articles” substitute “ the articles ”;

(b) in sub-paragraphs (2) and (4) for “memorandum or articles” substitute “ articles ”;

(i) in the opening words, for “a memorandum or articles” substitute “ articles ”, and

(ii) in paragraph (a) for “memorandum or articles” substitute “ articles ”;

(d) after sub-paragraph (5) insert—

(6) Section 20 of the Companies Act 2006 (default application of model articles) does not apply to a commonhold association.

(5) In paragraph 3 (alteration)—

(a) in sub-paragraph (1) —

(i) for “memorandum or articles” substitute “ articles ”;

(ii) for “specified in its memorandum” substitute “ specified in its articles ”;

(b) in sub-paragraph (2) for “an altered memorandum or altered articles” substitute “ altered articles ”;

(6) Omit paragraph 4 (disapplication of Companies Act 1985).

(7) In paragraph 5 (pre-commonhold period)—

(a) for “land specified in its memorandum” substitute “ land specified in its articles ”;

(b) for “the memorandum” substitute “ the association's memorandum of association ”.

(8) In paragraph 6(2) (membership during transitional period) for “the memorandum” substitute “ the association's memorandum of association ”.

(9) In paragraph 11 (effect of registration as member), for “section 352 of the Companies Act 1985” substitute “ section 113 of the Companies Act 2006 ”.

(10) In paragraph 14 (register of members)—

(a) in sub-paragraph (1), for “section 352 of the Companies Act 1985” substitute “ section 113 of the Companies Act 2006 ”;

(b) in sub-paragraph (4), for “a requirement of section 352 for the purposes of section 352(5) (fines)” substitute “ a requirement of section 113 for the purposes of section 113(7) and (8) (offences) ”.

(11) For paragraph 15 substitute—

(15) (1) Section 112(1) of the Companies Act 2006 (initial members of company) applies to a commonhold association subject to the provisions of this Schedule. (2) The following provisions of that Act do not apply to a commonhold association— - section 112(2) (new members); - section 136 (membership of holding company).

(12) In paragraph 16 (name of association), in paragraph (a), for “Companies Act 1985” substitute “ Companies Act 2006 ”.

(13) In paragraph 17—

(a) for the heading substitute “ Statement of compliance ”;

(b) for “section 12 of the Companies Act 1985 (registration: compliance with Act)” substitute “ section 13 of the Companies Act 2006 (registration: statement of compliance) ”.

Proceeds of Crime Act 2002 (c. 29)

196

(1) Part 8 of the Proceeds of Crime Act 2002 (investigations) is amended as follows.

(2) In section 364(3) (meaning of “customer information”)—

(a) in paragraph (d) (registered number), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”, and

(b) in paragraph (f) (present and previous registered offices), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 (or corresponding earlier legislation) ”.

(3) In section 398(3) (meaning of “customer information”)—

(a) in paragraph (d) (registered number), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”, and

(b) in paragraph (f) (present and previous registered offices), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 (or corresponding earlier legislation) ”.

Police Reform Act 2002 (c. 30)

197

In Schedule 2 to the Police Reform Act 2002 (the Independent Police Complaints Commission)—

(a) in paragraph 1(5)(e)(i) (chairman: grounds for removal from office), for “Part 2 of the Companies (Northern Ireland) Order 1989” substitute “ the Company Directors Disqualification (Northern Ireland) Order 2002 ”;

(b) in paragraph 2(6)(e)(i) (ordinary member: grounds for removal from office), for “Part 2 of the Companies (Northern Ireland) Order 1989” substitute “ the Company Directors Disqualification (Northern Ireland) Order 2002 ”.

Education Act 2002 (c. 32)

198

(1) The Education Act 2002 is amended as follows.

(2) In section 11(9) (powers of governing bodies to form or invest in companies to provide services etc: interpretation), in the definition of “company” for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.

(3) In section 13(3) (general powers of Secretary of State in connection with education functions: meaning of “company”), for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

Enterprise Act 2002 (c. 40)

199

(1) The Enterprise Act 2002 is amended as follows.

(2) In section 79(9) (restrictions on dealings in the context of mergers: interpretation)—

(a) for “Sections 736 and 736A of the Companies Act 1985” substitute “ Section 1159 of, and Schedule 6 to, the Companies Act 2006 ”;

(b) for “subsections (8) and (9) of section 736A” substitute “ paragraph 8 of Schedule 6 ”.

(3) In section 129(1) (further interpretation), in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.

(4) In section 223 (enforcement orders: groups of companies), for subsection (5) substitute—

(5) In this section “subsidiary” has the meaning given by section 1159 of the Companies Act 2006.

(5) In Schedule 8 (provision that may be contained in certain enforcement orders), in paragraph 13(3)(g) for “memorandum and articles” substitute “ articles ”.

(6) In Schedule 15 (disclosure of information: enactments conferring functions), omit the entries relating to the Companies (Northern Ireland) Order 1989 and the Companies (Northern Ireland) Order 1990.

Water Industry (Scotland) Act 2002 (asp 3)

200

(1) The Water Industry (Scotland) Act 2002 is amended as follows.

(2) In section 25(3)(a) (powers of Scottish Water: formation and promotion of companies), for “(within the meaning of the Companies Act 1985)” substitute “ under the Companies Act 2006 ”.

(3) In section 43(4) (guarantees: meaning of “subsidiary” of Scottish Water), for “is to be construed in accordance with section 736 of the Companies Act 1985” substitute “ has the meaning given by section 1159 of the Companies Act 2006 ”.

Scottish Public Services Ombudsman Act 2002 (asp 11)

201

In paragraph 27 of Schedule 2 to the Scottish Public Services Ombudsman Act 2002 (listed authorities: local enterprise companies)—

(a) in the opening words, for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”, and

(b) in paragraph (a), for “within the meaning of that Act” substitute “ as defined in section 1159 of that Act ”.

Industrial Development Act (Northern Ireland) 2002 (c. 1 (N.I.))

202

In section 4(1) of the Industrial Development Act (Northern Ireland) 2002 (interpretation), in the definition of “LEDU”, omit “within the meaning of the Companies (Northern Ireland) Order 1986”.

Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4))

203

The Companies Directors Disqualification (Northern Ireland) Order 2002 is amended as follows.

204

(1) Article 2 (interpretation) is amended as follows.

(2) In paragraph (2)—

(a) in the definition of “administrative receiver”, for “the Insolvency Order” substitute “ the Insolvency (Northern Ireland) Order 1989 ”;

(b) 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 the Insolvency (Northern Ireland) Order 1989 (unregistered companies);

“the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006;

(d) omit the definitions of “the companies legislation” and “the Companies Order”;

(e) for the definition of “director” substitute—

“director” includes any person occupying the position of director by whatever name called;

(f) omit the definition of “the Insolvency Order”;

(g) for the definition of “officer” substitute—

“officer” has the same meaning as in the Companies Acts (see section 1173(1) of the Companies Act 2006);

(h) in the definition of “the official receiver”, for “the Insolvency Order” substitute “ the Insolvency (Northern Ireland) Order 1989 ”;

(i) for the definition of “the registrar” substitute—

“the registrar” means the registrar of companies for Northern Ireland;

(3) In paragraph (3), for “the Insolvency Order” substitute “ the Insolvency (Northern Ireland) Order 1989 ”.

(4) For paragraph (4) substitute—

(4) Any reference to provisions, or a particular provision, of the Companies Acts or the Insolvency (Northern Ireland) Order 1989 includes the corresponding provisions or provision of corresponding earlier legislation.

(5) In paragraph (5), after “Acts” insert “ (see section 1174 of, and Schedule 8 to, the Companies Act 2006) ”.

205

(1) Article 6 (disqualification for persistent default under companies legislation) is amended as follows.

(2) In paragraph (3)(b)—

(a) for paragraph (iii) substitute—

(iii) section 1113 of the Companies Act 2006 (enforcement of company's filing obligations),

(b) in paragraph (iv), for “the Insolvency Order” substitute “ the Insolvency (Northern Ireland) Order 1989 ”;

(3) After paragraph (3) insert—

(3A) In this Article “the companies legislation” means the Companies Acts and Parts 2 to 7 of the Insolvency (Northern Ireland) Order 1989 (company insolvency and winding up).

206

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

(4A) In this Article “the companies legislation” means the Companies Acts and Parts 2 to 7 of the Insolvency (Northern Ireland) Order 1989 (company insolvency and winding up).

207

(1) Article 11(2) (disqualification after investigation of company: meaning of “investigative material”) is amended as follows.

(2) For sub-paragraph (a) substitute—

(a) a report made by inspectors under— (i) section 437 of the Companies Act 1985, or (ii) section 167, 168, 169 or 284 of the Financial Services and Markets Act 2000; and

; (but see Article 24E(2)).

(3) In sub-paragraph (b), for paragraph (i) substitute—

(i) section 437, 446E, 447, 448, 451A or 453A of the Companies Act 1985;

208

In Article 13 (matters for determining unfitness of directors), omit paragraph (4).

209

In Articles 14(1), 23(1) and (3)(a)(i) and 24(1) (and the Article heading), for “the Insolvency Order” substitute “ the Insolvency (Northern Ireland) Order 1989 ”.

210

In Article 15 (undischarged bankrupts), after paragraph (2) add—

(3) In this Article “company” includes a company incorporated outside Northern Ireland that has an established place of business in Northern Ireland.

211

In Article 22(2) (register of disqualification orders and undertakings), omit“, which was set up by it under Article 309 of the Companies Order”.

212

After Article 24C insert—

(24D) (1) This Order applies to building societies as it applies to companies. (2) References in this Order to a company, or to a director or an officer of a company, include, respectively, references to a building society within the meaning of the Building Societies Act 1986 or to a director or officer, within the meaning of that Act, of a building society. (3) In relation to a building society the definition of “shadow director” in Article 2(2) applies with the substitution of “building society” for “company”. (4) In the application of Schedule 1 to the directors of a building society references to provisions of the Companies Act 2006 or the Insolvency (Northern Ireland) Order 1989 include references to the corresponding provisions of the Building Societies Act 1986. (24E) (1) This Order applies to open-ended investment companies with the following modifications. (2) In Article 11(1) (disqualification after investigation), the reference to investigative material shall be read as including a report made by inspectors under regulations made by virtue of section 262(2)(k) of the Financial Services and Markets Act 2000. (3) In the application of Part 1 of Schedule 1 (matters for determining unfitness of directors: matters applicable in all cases) in relation to a director of an open-ended investment company, a reference to a provision of the Companies Act 2006 is to be taken to be a reference to the corresponding provision of the Open-Ended Investment Companies Regulations 2001 or of rules made under regulation 6 of those Regulations. (4) In this Article “open-ended investment company” has the meaning given by section 236 of the Financial Services and Markets Act 2000.

213

In Article 25(4) (application of Order to incorporated friendly societies), for “the Insolvency Order, the Companies Order or the Companies Act 2006” substitute “ the Companies Act 2006 or the Insolvency (Northern Ireland) Order 1989 ”.

214

In Article 25A(3) (application of Order to registered societies), for “the Insolvency Order or the Companies Order” substitute “ the Companies Act 2006 or the Insolvency (Northern Ireland) Order 1989 ”.

215

(1) Schedule 1 (matters for determining unfitness of directors) is amended as follows.

(2) In paragraph 1 (breach of duty), at the end insert “ , including in particular any breach by the director of a duty under Chapter 2 of Part 10 of the Companies Act 2006 (general duties of directors) owed to the company ”.

(3) In paragraph 3, for “the Insolvency Order” substitute “ the Insolvency (Northern Ireland) Order 1989 ”.

(4) For paragraph 4 substitute—

(4) The extent of the director's responsibility for any failure by the company to comply with any of the following provisions of the Companies Act 2006— - section 113 (register of members); - section 114 (register to be kept available for inspection); - section 162 (register of directors); - section 165 (register of directors' residential addresses); - section 167 (duty to notify registrar of changes: directors); - section 275 (register of secretaries); - section 276 (duty to notify registrar of changes: secretaries); - section 386 (duty to keep accounting records); - section 388 (where and for how long accounting records to be kept); - section 854 (duty to make annual returns); - section 860 (duty to register charges).

(5) Omit paragraph 6 (application of Part 1 of Schedule to directors of open-ended investment companies) (but see Article 24E(3)).

(6) Omit paragraph 7 (application of Part 1 of Schedule to directors of building societies) (but see Article 24D(4)).

(7) In paragraphs 10 to 12, for “the Insolvency Order” substitute “ the Insolvency (Northern Ireland) Order 1989 ”.

Electricity (Miscellaneous Provisions) Act 2003 (c. 9)

216

In section 1(2) of the Electricity (Miscellaneous Provisions) Act 2003 (expenditure relating to British Energy plc), in the definition of “British Energy company” for “the Companies Act 1985” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ”.

Railways and Transport Safety Act 2003 (c. 20)

217

In Schedule 4 to the Railways and Transport Safety Act 2003 (British Transport Police Authority), in paragraph 7(3)(b) (eligibility for appointment) for “Part II of the Companies (Northern Ireland) Order 1989” substitute “ the Company Directors Disqualification (Northern Ireland) Order 2002 ”.

Land Reform (Scotland) Act 2003 (asp 2)

218

(1) The Land Reform (Scotland) Act 2003 is amended as follows.

(2) In section 34 (community bodies)—

(a) in subsection (1) for “memorandum and articles of association” substitute “ articles of association ”;

(b) in subsection (3) for “the same meaning as in section 1(2)(b) of the Companies Act 1985” substitute “ the meaning given by section 3(3) of the Companies Act 2006 ”;

(3) In section 71 (crofting community bodies)—

(a) in subsection (1) for “memorandum and articles of association” substitute “ articles of association ”;

(b) in subsection (3) for “the same meaning as in section 1(2)(b) of the Companies Act 1985” substitute “ the meaning given by section 3(3) of the Companies Act 2006 ”;

Strategic Investment and Regeneration of Sites (Northern Ireland) Order 2003 (S.I. 2003/410 (N.I. 1))

219

In Article 5 of the Strategic Investment and Regeneration of Sites (Northern Ireland) Order 2003 (designation of company to exercise strategic investment functions)—

(a) in paragraph (2)(b), for “formed and registered under the Companies (Northern Ireland) Order 1986” substitute “ formed and registered under the Companies Act 2006 in Northern Ireland ”;

(b) in paragraph (3), for “Article 4(2) and (3) of the Companies (Northern Ireland) Order 1986” substitute “ Section 1159(2) and (4) of the Companies Act 2006 ”.

Energy Act 2004 (c. 20)

220

(1) The Energy Act 2004 is amended as follows.

(2) In section 37 (general interpretation of Part 1, Chapter 1)—

(a) in subsection (5) for “Section 736A of the Companies Act 1985” substitute “ Schedule 6 to the Companies Act 2006 ” and for “section 736(1)(a)” substitute “ section 1159 ”;

(b) in subsection (7), in the definition of “company” 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 ”.

(3) In section 50(5) (interpretation of Part 1, Chapter 2), 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 ”.

(4) In section 171 (interpretation), in subsection (1)—

(a) for the definition of “company” substitute—

“company” means— 1. a company registered under the Companies Act 2006, or 2. an unregistered company;

(b) for the definition of “court” substitute—

“court”, in relation to a 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);

“non-GB company” means a company incorporated outside Great Britain;

(d) for the definition of “unregistered company” substitute—

“unregistered company” means a company that is not registered under the Companies Act 2006.

(5) In subsection (3) of that section (persons qualified to act as insolvency practitioner), for “Northern Irish joint stock company” substitute “ Northern Ireland company ”.

(6) For subsection (8) of that section substitute—

(8) In this section “Northern Ireland company” means a company registered under the Companies Act 2006 in Northern Ireland.

(7) In section 196(1) (general interpretation of the Act), 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 ”.

(8) In Schedule 6 (nuclear transfer schemes: structure etc of transferee companies)—

(a) in paragraph 1(3) (interpretation of Schedule: meaning of “company”) 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 ”;

(b) in paragraph 2(4)(c) (treatment of securities as fully paid up) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”;

(i) in the definition of “called-up share capital” for “section 737 of the Companies Act 1985” substitute “ section 547 of that Act ”;

(ii) in the definition of “net assets” for “the Companies Act 2006” substitute “ that Act ”;

(d) in paragraph 7 (dividends)—

(i) in sub-paragraph (2) after “Sections 836 to 840” insert “ of the Companies Act 2006 ”;

(ii) in sub-paragraph (5) in the definition of “distribution” for “Part 8 of the 1985 Act” substitute “ Part 23 of the Companies Act 2006 (see section 829 of that Act) ”.

(9) In Schedule 7 (finances and accounts of transferee companies), in paragraph 1(7), 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 ”.

(10) In Schedule 8 (pensions), in paragraph 1(7), 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 ”.

(11) In Schedule 20 (conduct of energy administration)—

(a) in paragraph 1(2) for “an unregistered company” substitute “ a non-GB company ”;

(b) in the heading to Part 3 for “unregistered companies” substitute “ non-GB companies ”;

(d) in paragraph 35—

(i) in the opening words, for “an unregistered company” substitute “ a non-GB company ”;

(ii) in sub-paragraph (b), for “by virtue of section 691(1) or 718 of the Companies Act 1985” substitute “ by regulations under section 1043 or 1046 of the Companies Act 2006 (unregistered UK companies or overseas companies) ”;

(iii) in sub-paragraph (c), omit “if the company is a non-GB company”;

(e) in paragraphs 36(1), 37(1), 38, 39 and 40 omit “in the case of a non-GB company”.

Horserace Betting and Olympic Lottery Act 2004 (c. 25)

221

(1) Part 1 of the Horserace Betting and Olympic Lottery Act 2004 (sale of the Tote) is amended as follows.

(2) In section 2(2)(b)(i) of (transfer of assets: successor company), for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.

(3) In section 5(3)(b) (issue of shares etc to government) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”.

Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

222

(1) In section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (grants to bodies concerned with accounting standards), subsection (5) (definitions) is amended as follows.

(2) In the definition of “company”, for “within the meaning of the Companies Act 1985 or the 1986 Order” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

(3) In the definition of “subsidiary”, for “section 736 of the Companies Act 1985 or Article 4 of the 1986 Order” substitute “ section 1159 of the Companies Act 2006 ”.

(4) Omit the definition of “the 1986 Order”.

223

(1) Section 32 of that Act (memorandum and articles of community interest companies) is amended as follows.

(2) In the section heading, for “Memorandum and articles” substitute “ Articles of association ”.

(3) In subsection (1), for “memorandum” substitute “ articles ”.

(4) Omit subsection (2).

(5) In subsection (3), for “memorandum and articles” in both places where it occurs substitute “ articles ”.

(6) In subsection (4), for “memorandum or articles” substitute “ articles ”.

(7) In subsection (5)—

(a) in the opening words, for “memorandum and articles” substitute “ articles ”;

(b) in paragraph (a), for “memorandum or articles” substitute “ articles ”.

(8) In subsection (6), for “under section 4 of the 1985 Act or Article 15 of the 1986 Order to alter its memorandum with respect to the statement of its objects” substitute “ to amend its articles so as to add, remove or alter a statement of the company's objects ”.

224

(1) Section 33 of that Act (names) is amended as follows.

(2) In subsections (2) and (4)—

(a) for “But the name of such a company may (instead)” substitute “ In the case of a Welsh company, its name may instead ”;

(b) omit the words from “if the memorandum of the company” to the end.

(3) Omit subsection (5).

225

In section 35(3) of that Act (community interest test), for “memorandum” substitute “ articles ”.

226

For section 36 of that Act (new companies) substitute—

(36) (1) If a company is to be formed as a community interest company, the documents delivered to the registrar of companies under section 9 of the Companies Act 2006 (registration documents) must be accompanied by the prescribed formation documents. (2) The “prescribed formation documents” means such declarations or statements as are required by regulations to accompany the application, in such form as may be approved in accordance with the regulations. (3) On receiving the documents delivered under that section and the prescribed formation documents, the registrar must (instead of registering the documents)— (a) forward a copy of each of the documents to the Regulator, and (b) retain the documents pending the Regulator's decision. (36A) (1) The Regulator must decide whether the company is eligible to be formed as a community interest company. (2) A company is eligible to be formed as a community interest company if— (a) its articles comply with the requirements imposed by and by virtue of section 32, (b) its proposed name complies with section 33, and (c) the Regulator, having regard to the application and accompanying documents and any other relevant considerations, considers that the company— (i) will satisfy the community interest test, and (ii) is not an excluded company. (3) The Regulator must give notice of the decision to the registrar of companies (but the registrar is not required to record it). (36B) (1) If the Regulator decides that the company is eligible to be formed as a community interest company, the registrar of companies must— (a) proceed in accordance with sections 14 and 15 of the Companies Act 2006 (registration and issue of certificate of incorporation), and (b) if the company is entered on the register, retain and record the prescribed formation documents. (2) The certificate of incorporation must state that the company is a community interest company and is conclusive evidence that the company is a community interest company. (3) If the Regulator decides that the company is not eligible to be formed as a community interest company, any subscriber to the memorandum of association may appeal to the Appeal Officer against the decision.

227

(1) For section 37 of that Act (existing companies: requirements) substitute—

(37) (1) If a company is to become a community interest company— (a) the company must by special resolution— (i) state that it is to be a community interest company, (ii) make such alterations of its articles as it considers necessary to comply with requirements imposed by and by virtue of section 32 or otherwise appropriate in connection with becoming a community interest company, and (iii) change its name to comply with section 33; (b) the conditions specified below must be met; and (c) an application must be delivered to the registrar of companies in accordance with section 37C together with the other documents required by that section. (2) The conditions referred to in subsection (1)(b) are that— (a) where no application under section 37A for cancellation of the special resolutions has been made— (i) having regard to the number of members who consented to or voted in favour of the resolutions, no such application may be made, or (ii) the period within which such an application could be made has expired, or (b) where such an application has been made— (i) the application has been withdrawn, or (ii) an order has been made confirming the resolutions and a copy of that order has been delivered to the registrar. (3) Section 30 of the Companies Act 2006 (copies of resolutions to be forwarded to the registrar) applies to the special resolutions as follows— (a) that section is complied with by forwarding copies of the resolutions together with the application in accordance with section 37C, (b) copies of the resolutions must not be so forwarded before the relevant date, and (c) subsection (1) of that section has effect in relation to the resolutions as if it referred to 15 days after the relevant date. (4) The relevant date is— (a) if an application is made under section 37A for cancellation of the special resolutions— (i) the date on which the court determines the application (or if there is more than one application, the date on which the last to be determined by the court is determined), or (ii) such later date as the court may order; (b) if there is no such application— (i) if having regard to the number of members who consented to or voted in favour of the resolutions, no such application may be made, the date on which the resolutions were passed or made (or, if the resolutions were passed or made on different days, the date on which the last of them was passed or made); (ii) in any other case, the end of the period for making such an application. (37A) (1) Where special resolutions have been passed with a view to the company becoming a community interest company, an application to the court for the cancellation of the resolutions may be made— (a) by the holders of not less in the aggregate than 15% in nominal value of the company's issued share capital or any class of the company's issued share capital (disregarding any shares held by the company as treasury shares); (b) if the company is not limited by shares, by not less than 15% of its members; or (c) by the holders of not less than 15% of the company's debentures entitling the holders to object to an alteration of its objects; but not by a person who has consented to or voted in favour of the resolutions. (2) The application— (a) must be made within 28 days after the date on which the resolutions are passed or made (or, if the resolutions are passed or made on different days, the date on which the last of them is passed or made), and (b) may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for the purpose. (3) On the hearing of the application the court shall make an order either cancelling or confirming the resolutions. (4) The court may— (a) make that order on such terms and conditions as it thinks fit, (b) if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members, and (c) give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement. (5) The court's order may, if the court thinks fit— (a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company's capital; and (b) make such alteration in the company's articles as may be required in consequence of that provision. (6) The court's order may, if the court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the court. (37B) (1) On making an application under section 37A (application to court to cancel resolutions) the applicants, or the person making the application on their behalf, must immediately give notice to the registrar of companies. This is without prejudice to any provision of rules of court as to service of notice of the application. (2) On being served with notice of any such application, the company must immediately give notice to the registrar. (3) Within 15 days of the making of the court's order on the application, or such longer period as the court may at any time direct, the company must deliver to the registrar a copy of the order. (4) If a company fails to comply with subsection (2) or (3) an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (37C) (1) An application to become a community interest company must be accompanied by— (a) a copy of the special resolutions, (b) a copy of the company's articles as proposed to be amended, and (c) the prescribed conversion documents. (2) The “prescribed conversion documents” means such declarations or statements as are required by regulations to accompany the application, in such form as may be approved in accordance with the regulations. (3) On receiving an application to become a community interest company together with the other documents required to accompany it, the registrar of companies must (instead of recording the documents and entering a new name on the register)— (a) forward a copy of each of the documents to the Regulator, and (b) retain the documents pending the Regulator's decision.

(2) For section 38 of that Act (existing companies: decisions etc) substitute—

(38) (1) The Regulator must decide whether the company is eligible to become a community interest company. (2) A company is eligible to become a community interest company if— (a) its articles as proposed to be amended comply with the requirements imposed by and by virtue of section 32, (b) its proposed name complies with section 33, and (c) the Regulator, having regard to the application and accompanying documents and any other relevant considerations, considers that the company— (i) will satisfy the community interest test, and (ii) is not an excluded company. (3) The Regulator must give notice of the decision to the registrar of companies (but the registrar is not required to record it). (38A) (1) If the Regulator gives notice of a decision that the company is eligible to become a community interest company, the registrar of companies must— (a) proceed in accordance with section 80 of the Companies Act 2006 (change of name: registration and issue of new certificate of incorporation), and (b) if the registrar enters the new name of the company on the register, retain and record the documents mentioned in section 37C(3). (2) The new certificate of incorporation must state— (a) that it is issued on the company's conversion to a community interest company, (b) the date on which it is issued, and (c) that the company is a community interest company. (3) On the issue of the certificate— (a) the company by virtue of the issue of the certificate becomes a community interest company, and (b) the changes in the company's name and articles take effect. (4) The certificate is conclusive evidence that the company is a community interest company. (5) If the Regulator decides that the company is not eligible to become a community interest company, the company may appeal to the Appeal Officer against the decision.

228

(1) Section 39 of that Act (existing companies: English charities) is amended as follows.

(2) For the heading substitute “ Becoming a community interest company: English charities ”.

(3) In subsection (1) for “by special resolution change its name to comply with section 33” substitute “ become a community interest company ”.

(4) In subsection (2) for “section 28(6) of the 1985 Act” substitute “ section 38A ”.

229

(1) Section 40 of that Act (existing companies: Scottish charities) is amended as follows.

(2) For the heading substitute “ Becoming a community interest company: Scottish charities ”.

(3) In subsection (4) for “by special resolution change its name to comply with section 33” substitute “ become a community interest company ”.

(4) In subsection (5) for “section 28(6) of the 1985 Act” substitute “ section 38A ”.

230

(1) Section 40A of that Act (existing companies: Northern Ireland charities) is amended as follows.

(2) For the heading substitute “ Becoming a community interest company: Northern Ireland charities ”.

(3) In subsection (2)—

(a) for “by special resolution to change its name to comply with section 33” substitute “ to become a community interest company ”;

(b) for “Article 38(6) of the 1986 Order” substitute “ section 38A ”.

231

(1) Section 45 of that Act (appointment of director by Regulator) is amended as follows.

(2) In subsection (3)(b) , for “memorandum or articles” substitute “ articles ”.

(3) In subsection (8) , for “section 288(2) of the 1985 Act or Article 296(2) of the 1986 Order” substitute “ section 167(1)(a) of the Companies Act 2006 ”.

(4) In subsection (9) , for “section 288(2) or Article 296(2)” substitute “ section 167(1)(a) ”.

(5) For subsections (11) and (12) substitute—

(11) If default is made in complying with subsection (10) an offence is committed by— (a) the company, and (b) every officer of the company who is in default. For this purpose a shadow director is treated as an officer of the company. (12) A person guilty of an offence under subsection (11) is liable on summary conviction to a fine not exceeding level 5 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 5 on the standard scale.

232

In section 46(12) of that Act (removal of director by Regulator: exclusion of company's obligation to notify changes), for “section 288(2) of the 1985 Act or Article 296(2) of the 1986 Order” substitute “ section 167(1)(a) of the Companies Act 2006 ”.

233

In section 49(4)(b) of that Act (transfer of shares), for “memorandum or articles” substitute “ articles ”.

234

(1) Section 51 of that Act (dissolution and striking off of community interest companies) is amended as follows.

(2) For subsections (1) and (2) substitute—

(1) If a community interest company has been— (a) dissolved, or (b) struck off the register under section 1000 or 1001 of the Companies Act 2006, the Regulator may apply to the court under section 1029 of that Act for an order restoring the company's name to the register.

(3) In subsection (3) —

(a) for “section 652A of the 1985 Act or Article 603A of the 1986 Order (application to strike name of private company off register)” substitute “ section 1003 of the Companies Act 2006 (striking off on application by company) ”;

(b) for “section 652B(6) of the 1985 Act or Article 603B(6) of the 1986 Order” substitute “ section 1006 of the Companies Act 2006 ”.

235

(1) Section 52 of that Act (re-registration) is amended as follows.

(2) In subsection (1) (re-registration of limited company as unlimited), for “section 49 of the 1985 Act or section 59 of the 1986 Order” substitute “ section 102 of the Companies Act 2006 ”.

(3) In subsection (2) (re-registration of private company as public or vice versa)—

(a) for “section 43 of the 1985 Act or Article 53 of the 1986 Order” substitute “ section 90 of the Companies Act 2006 ”;

(b) for “section 53 of the 1985 Act or Article 63 of the 1986 Order” substitute “ section 97 of the Companies Act 2006 ”;

(c) for “section 47(1)(b) or 55(1)(b) of the 1985 Act or Article 57(1)(b) or 65(1)(b) of the 1986 Order” substitute “ section 96(2) or 101(2) of the Companies Act 2006 ”.

236

In section 53 (ceasing to be a community interest company), in paragraph (a) for “sections 54 and 55” substitute “ sections 54 to 55A ”.

237

(1) For section 54 of that Act (community interest company becoming a charity) substitute—

(54) (1) If a company is to cease to be a community interest company and become a charity— (a) the company must by special resolution— (i) state that it is to cease to be a community interest company, (ii) make such alterations of its articles as it considers appropriate, and (iii) change its name so that it does not comply with section 33; (b) the conditions specified below must be met; and (c) an application must be delivered to the registrar of companies in accordance with section 54C together with the other documents required by that section. (2) The conditions referred to in subsection (1)(b) are that— (a) where no application under section 54A for cancellation of the special resolutions has been made— (i) having regard to the number of members who consented to or voted in favour of the resolutions, no such application may be made, or (ii) the period within which such an application could be made has expired, or (b) where such an application has been made— (i) the application has been withdrawn, or (ii) an order has been made confirming the resolutions and a copy of that order has been delivered to the registrar. (3) Section 30 of the Companies Act 2006 (copies of resolutions to be forwarded to the registrar) applies to the special resolutions as follows— (a) that section is complied with by forwarding copies of the resolutions together with the application in accordance with section 54C, (b) copies of the resolutions must not be so forwarded before the relevant date, and (c) subsection (1) of that section has effect in relation to the resolutions as if it referred to 15 days after the relevant date. (4) The relevant date is— (a) if an application is made under section 54A for cancellation of the resolutions— (i) the date on which the court determines the application (or if there is more than one application, the date on which the last to be determined by the court is determined), or (ii) such later date as the court may order; (b) if there is no such application— (i) if having regard to the number of members who consented to or voted in favour of the resolutions, no such application may be made, the date on which the resolutions were passed or made (or, if the resolutions were passed or made on different days, the date on which the last of them was passed or made); (ii) in any other case, the end of the period for making such an application. (54A) (1) Where special resolutions have been passed with a view to a company ceasing to be a community interest company and becoming a charity, an application to the court for the cancellation of the resolutions may be made— (a) by the holders of not less in the aggregate than 15% in nominal value of the company's issued share capital or any class of the company's issued share capital (disregarding any shares held by the company as treasury shares); (b) if the company is not limited by shares, by not less than 15% of its members; or (c) by the holders of not less than 15% of the company's debentures entitling the holders to object to an alteration of its objects; but not by a person who has consented to or voted in favour of the resolutions. (2) The application— (a) must be made within 28 days after the date on which the resolutions were passed or made (or, if the resolutions were passed or made on different days, the date on which the last of them was passed or made), and (b) may be made on behalf of the persons entitled to make it by such one or more of their number as they may appoint for the purpose. (3) On the hearing of the application the court shall make an order either cancelling or confirming the resolutions. (4) The court may— (a) make that order on such terms and conditions as it thinks fit, (b) if it thinks fit adjourn the proceedings in order that an arrangement may be made to the satisfaction of the court for the purchase of the interests of dissentient members, and (c) give such directions, and make such orders, as it thinks expedient for facilitating or carrying into effect any such arrangement. (5) The court's order may, if the court thinks fit— (a) provide for the purchase by the company of the shares of any of its members and for the reduction accordingly of the company's capital; and (b) make such alteration in the company's articles as may be required in consequence of that provision. (6) The court's order may, if the court thinks fit, require the company not to make any, or any specified, amendments to its articles without the leave of the court. (54B) (1) On making an application under section 54A (application to court to cancel resolutions) the applicants, or the person making the application on their behalf, must immediately give notice to the registrar of companies. This is without prejudice to any provision of rules of court as to service of notice of the application. (2) On being served with notice of any such application, the company must immediately give notice to the registrar. (3) Within 15 days of the making of the court's order on the application, or such longer period as the court may at any time direct, the company must deliver to the registrar a copy of the order. (4) If a company fails to comply with subsection (2) or (3) an offence is committed by— (a) the company, and (b) every officer of the company who is in default. (5) A person guilty of an offence under this section is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. (54C) (1) An application to cease to be a community interest company and become a charity must be accompanied by— (a) a copy of the special resolutions, (b) a copy of the company's articles as proposed to be amended, and (c) the statement required by subsection (2). (2) The statement required is— (a) where the company is to become an English charity, a statement by the Charity Commission that, in its opinion, if the proposed changes take effect the company will be an English charity and will not be an exempt charity; (b) where the company is to become a Scottish charity, a statement by the Scottish Charity Regulator that if the proposed changes take effect the company will be entered in the Scottish Charity Register; (c) where the company is to become a Northern Ireland charity, a statement by the Commissioners of Her Majesty's Revenue and Customs that the company has claimed exemption under section 505(1) of the Income and Corporation Taxes Act 1988. (3) In subsection (2)(a) “exempt charity” has the same meaning as in the Charities Act 1993 (see section 96 of that Act). (4) On receiving an application to cease to be a community interest company and become a charity, together with the other documents required to accompany it, the registrar of companies must (instead of recording the documents and entering a new name on the register)— (a) forward a copy of each of the documents to the Regulator, and (b) retain the documents pending the Regulator's decision.

(2) For section 55 of that Act (becoming a charity: decisions etc) substitute—

(55) (1) The Regulator must decide whether the company is eligible to cease being a community interest company. (2) A company is eligible to cease being a community interest company if it has complied with sections 54 and 54C and none of the following applies— (a) the Regulator has under section 43 appointed an auditor to audit the company's annual accounts and the audit has not been completed, (b) civil proceedings instituted by the Regulator in the name of the company under section 44 have not been determined or discontinued, (c) a director of the company holds office by virtue of an order under section 45, (d) a director of the company is suspended under section 46(3), (e) there is a manager in respect of the property and affairs of the company appointed under section 47, (f) the Official Property Holder holds property as trustee for the company, (g) an order under section 48(2) or (3) is in force in relation to the company, (h) a petition has been presented for the company to be wound up. (3) The Regulator must give notice of the decision to the registrar of companies (but the registrar is not required to record it). (55A) (1) If the Regulator gives notice of a decision that the company is eligible to cease being a community interest company, the registrar of companies must— (a) proceed in accordance with section 80 of the Companies Act 2006 (change of name: registration and issue of new certificate of incorporation), and (b) if the registrar enters the new name of the company on the register, retain and record the documents mentioned in section 54C(4). (2) The new certificate of incorporation must state— (a) that it is issued on the company's ceasing to be a community interest company, and (b) the date on which it is issued. (3) On the issue of the certificate— (a) the changes in the company's name and articles take effect, and (b) the company ceases to be a community interest company. (4) If the Regulator decides that the company is not eligible to cease being a community interest company, the company may appeal to the Appeal Officer against the decision.

238

Omit section 58 of that Act (extension of provisions about the registrar etc.).

239

In section 60 of that Act (offences), in subsection (1) for “this Part” substitute “ section 48 or 59 or paragraph 5 of Schedule 7 ”.

240

In section 62 of that Act (regulations), in subsection (5) (regulations subject to affirmative resolution procedure) for “section 37” substitute “ section 37C ”.

241

(1) Section 63 of that Act (interpretation) is amended as follows.

(2) In subsection (1), omit the definitions of “the 1985 Act”, “the 1986 Order” and “the Gazette”.

(3) Omit subsections (2) and (3).

Civil Partnership Act 2004 (c. 33)

242

In Schedule 22 to the Civil Partnership Act 2004 (references to stepchildren in Northern Ireland legislation), omit paragraphs 11 to 16 and 18.

Pensions Act 2004 (c. 35)

243

(1) The Pensions Act 2004 is amended as follows.

(2) In section 44(2) (meaning of “service company”)—

(a) in paragraph (a) 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 ”;

(b) in paragraph (c)—

(i) for “accounts” substitute “ individual accounts ”, and

(ii) for “section 226 of that Act” substitute “ Part 15 of that Act ”.

(3) In section 45(2)(b) (meaning of financial support: group of companies), for “within the meaning given in section 736 of the Companies Act 1985” substitute “ within the meaning of section 1159 of the Companies Act 2006 ”.

(4) In section 51 (interpretation of sections 43 to 50), for subsection (1) substitute—

(1) In sections 43 to 50— - “group of companies” means a holding company and its subsidiaries (and references to a member of a group of companies are to be read accordingly); and - “holding company” and “subsidiary” have the meaning given by section 1159 of the Companies Act 2006.

(5) In section 57 (application of provisions to partnerships and LLPs)—

(a) in subsection (2)(d), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”;

(b) in subsection (6), for paragraph (a) substitute—

(a) a limited liability partnership registered under the Limited Liability Partnerships Act 2000, or

(6) In section 87(2) (Pensions Regulator: persons to whom disclosure permitted), in paragraph (c)(ii) omit “of the Companies (Northern Ireland) Order 1989 or”.

(7) In section 121(10) (meaning of “insolvency event” etc: 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 ”.

(8) In section 201(2) (Board of Pension Protection Fund: persons to whom disclosure permitted), in paragraph (c)(ii) omit “of the Companies (Northern Ireland) Order 1989 or”.

(9) In section 243(3) (supplementary provisions relating to member-nominated trustees and directors: 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 ”.

(10) In section 248(8) (requirement for knowledge and understanding: corporate trustees), 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 ”.

(11) In section 306(4) (provisions overriding company's memorandum and articles), for “memorandum or articles”, in each place where it occurs, substitute “ articles ”.

(12) In Schedule 3 (Pensions Regulator: permitted disclosure to facilitate exercise of functions)—

(a) in the entry relating to persons authorised to exercise powers under companies legislation omit—

(i) in the first column, paragraph (b), and

(ii) in the second column, “or that Article”;

(b) in the entry relating to the Department of Enterprise, Trade and Investment in Northern Ireland, omit paragraphs (a) and (c) and the word “or” at the end of paragraph (b);

(c) omit the entry relating to inspectors appointed by that Department and functions under Part 15 of the Companies (Northern Ireland) Order 1986;

(d) in the entry relating to any body carrying on activities concerned with any of the matters set out in section 16(2) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 , in the first column—

(i) omit “or Article 16(2) of the Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005”, and

(ii) for “(within the meaning given by section 736 of the Companies Act 1985 or Article 4 of the Companies (Northern Ireland) Order 1986)” substitute “ (as defined in section 1159 of the Companies Act 2006) ”.

(13) In Schedule 8 (Board of Pensions Protection Fund: permitted disclosure to facilitate exercise of functions)—

(a) in the entry relating to persons authorised to exercise powers under (amongst other powers) section 447 of the Companies Act 1985 omit—

(i) in the first column, paragraph (b), and

(ii) in the second column, “or that Article”;

(b) in the entry relating to the Department of Enterprise, Trade and Investment in Northern Ireland, omit paragraphs (a) and (c) and the word “or” at the end of paragraph (b);

(c) omit the entry relating to inspectors appointed by that Department and functions under Part 15 of the Companies (Northern Ireland) Order 1986.

London Local Authorities Act 2004 (c. i)

244

In section 9(13) of the London Local Authorities Act 2004 (bird nuisance: meaning of “protected party”), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.

Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307)

245

(1) The Limited Liability Partnerships Regulations (Northern Ireland) 2004 are amended as follows.

(2) In regulation 4(2) (application of directors disqualification legislation to LLPs)—

(a) for sub-paragraph (b) substitute—

(b) references to the Companies Acts shall include references to the Limited Liability Partnerships Act 2000 and regulations made thereunder and references to the companies legislation shall include references to that Act, regulations made thereunder and any enactment applied by regulations to limited liability partnerships;

(b) omit sub-paragraph (d).

(3) In regulation 5(2) (application of insolvency legislation to LLPs)—

(a) for sub-paragraph (d) substitute—

(d) references— (i) to the Companies Acts, the Companies (No. 2) (Northern Ireland) Order 1990 or the Company Directors Disqualification (Northern Ireland) Order 2002, or to any provision of those Acts or Orders, or (ii) to any provision of the 1989 Order, shall include references to those Acts, Orders or provisions as they apply to limited liability partnerships by virtue of the Limited Liability Partnerships Act 2000;

(b) in sub-paragraph (e), omit “to the memorandum of association of a company and”.

Railways Act 2005 (c. 14)

246

In the Railways Act 2005—

(a) in section 16(6) (relaxation of contractual restrictions on Transport for London: meaning of “subsidiary”), and

(b) in paragraph 12(1) of Schedule 2 (transfer schemes: interpretation), in the definition of “subsidiary”,

for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.

Gambling Act 2005 (c. 19)

247

In section 102(3)(c) of the Gambling Act 2005 (change of corporate control), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ”.

Water Services etc. (Scotland) Act 2005 (asp 3)

248

In section 13(3)(a) of the Water Services etc. (Scotland) Act 2005 (establishment of water and sewerage services undertaking by Scottish Water)—

(a) in sub-paragraph (i), for “to be construed in accordance with section 736 of the Companies Act 1985” substitute “ as defined in section 1159 of the Companies Act 2006 ”;

(b) in sub-paragraph (ii), for “within the meaning of that Act” substitute “ as defined in section 1(1) of that Act ”.

Gaelic Language (Scotland) Act 2005 (asp 7)

249

In paragraph 11(1)(b) of Schedule 1 to the Gaelic Language (Scotland) Act 2005 (powers of Bòrd Na Gàidhlig: formation, promotion and acquisition of companies), for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

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

250

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

(2) In section 56 (conversion of charity into Scottish charitable incorporated organisation), in subsection (6A) —

(a) for “registered as a company in Scotland” substitute “ registered under the Companies Act 2006 in Scotland ”, and

(b) for “of the Companies Act 2006” substitute “ of that Act ”.

(3) In section 58 (conversion of charity into Scottish charitable incorporated organisation: supplementary provisions)—

(a) in subsection (3)(b) for “the Companies Act 1985” substitute “ the Companies Act 2006 ”;

(b) in subsection (7)(a) (meaning of “registrar of companies”), omit “(within the meaning of the Companies Act 1985)”.

(4) In section 106 (general interpretation)—

(a) for the definition of “company” substitute—

“company” means a company registered under the Companies Act 2006 in England and Wales or Scotland,

(b) in the definition of “constitution”, for paragraph (a) substitute—

(a) in relation to a charity or other body which is a company, means its articles of association,

Transport (Scotland) Act 2005 (asp 12)

251

In paragraph 12 of Schedule 1 to the Transport (Scotland) Act 2005 (powers of regional Transport Partnerships: formation and promotion of companies), for “within the meaning of the Companies Act 1985” substitute “ under the Companies Act 2006 ”.

Pensions (Northern Ireland) Order 2005 (S.I. 2005/255 (N.I. 1))

252

(1) The Pensions (Northern Ireland) Order 2005 is amended as follows.

(2) In Article 2(2) (general interpretation), omit the definition of “the Companies Order”.

(3) In Article 40(2) (meaning of “service company”)—

(a) in sub-paragraph (a), for “within the meaning given by Article 3(1) of the Companies Order” substitute “ as defined in section 1(1) of the Companies Act 2006 ”;

(b) in sub-paragraph (c)—

(i) for “accounts” substitute “ individual accounts ”, and

(ii) for “Article 234 of that Order” substitute “ Part 15 of that Act ”.

(4) In Article 41(2)(b) (meaning of “financial support”), for “within the meaning given in Article 4 of the Companies Order” substitute “ within the meaning of section 1159 of the Companies Act 2006 ”.

(5) In Article 47 (Articles 39 to 46: interpretation), for paragraph (1) substitute—

(1) In Articles 39 to 46— - “group of companies” means a holding company and its subsidiaries (and references to a member of a group of companies are to be read accordingly); and - “holding company” and “subsidiary” have the meaning given by section 1159 of the Companies Act 2006.

(6) In Article 53 (Articles 34 to 52: application to partnerships and LLPs)—

(a) in paragraph (2)(c), for “Article 4 of the Companies Order” substitute “ section 1159 of the Companies Act 2006 ”;

(b) in paragraph (6), for sub-paragraph (a) substitute—

(a) a limited liability partnership registered under the Limited Liability Partnerships Act 2000, or

(7) In Article 105(10) (meaning of “insolvency event” etc: interpretation), in the definition of “company”, for “within the meaning given by Article 3(1) of the Companies Order” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

(8) In Article 220(3) (member-nominated trustees and directors: supplementary), in the definition of “company”, for “within the meaning given by Article 3(1) of the Companies Order” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

(9) In Article 225(8) (requirement for knowledge and understanding: corporate trustees), for “within the meaning given by Article 3(1) of the Companies Order” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

(10) In Schedule 3 (Pensions Regulator: permitted disclosure to facilitate exercise of functions)—

(a) in the second column of the entry relating to the Department of Enterprise, Trade and Investment, omit paragraphs (a) and (c) and the word “or” at the end of paragraph (b);

(b) omit the entry relating to an inspector appointed by the Department of Enterprise, Trade and Investment and functions under Part 15 of the Companies (Northern Ireland) Order 1986;

(c) in the entry relating to a person authorised to exercise powers under (amongst other powers) Article 440 of the Companies (Northern Ireland) Order 1986, omit—

(i) in the first column, paragraph (b), and

(ii) in the second column, “or that Article”;

(d) in the entry relating to any body carrying on activities concerned with any of the matters set out in section 16(2) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 , in the first column—

(i) omit“or Article 16(2) of the Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005”, and

(ii) for “(within the meaning given by section 736 of the Companies Act 1985 or Article 4 of the Companies (Northern Ireland) Order 1986)” substitute “ (as defined in section 1159 of the Companies Act 2006) ”.

(11) In Schedule 7 (Board of Pensions Protection Fund: permitted disclosure to facilitate exercise of functions)—

(a) in the entry relating to the Department of Enterprise, Trade and Investment, in the second column omit paragraphs (a) and (c) and the word “or” at the end of paragraph (b);

(b) omit the entry relating to inspectors appointed by that Department and functions under Part 15 of the Companies (Northern Ireland) Order 1986;

(c) in the entry relating to persons authorised to exercise powers under (amongst other powers) section 447 of the Companies Act 1985 omit—

(i) in the first column, paragraph (b), and

(ii) in the second column, “or that Article”.

Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10))

253

In Article 10(3)(c) of the Insolvency (Northern Ireland) Order 2005 (application of company arrangement provisions to non-companies), for “Article 418 of the Companies (Northern Ireland) Order 1986” substitute “ Part 26 of the Companies Act 2006 ”.

Colleges of Education (Northern Ireland) Order 2005 (S.I. 2005/1963 (N.I. 13))

254

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