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

In Article 7(1)(j) of the Colleges of Education (Northern Ireland) Order 2005 (powers of governing bodies: forming or promoting companies), for “(within the meaning of the Companies (Northern Ireland) Order 1986)” substitute “ under the Companies Act 2006 ”.

Natural Environment and Rural Communities Act 2006 (c. 16)

255

In paragraph 1 of Schedule 10 to the Natural Environment and Rural Communities Act 2006 (ancillary provisions relating to Boards: acting through subsidiaries), in sub-paragraph (2) 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 ”.

Government of Wales Act 2006 (c. 32)

256

In section 141(6)(a) of the Government of Wales Act 2006 (accounting standards), for “section 262 of that Act” substitute “ section 474 of that Act ”.

Fraud Act 2006 (c. 35)

257

In section 9(3)(a) of the Fraud Act 2006 (offence of participating in fraudulent business: exclusion of business carried on by company), for “(within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986)” substitute “ (as defined in section 1(1) of the Companies Act 2006) ”.

National Health Service Act 2006 (c. 41)

258

• (1) The National Health Service Act 2006 is amended as follows.

• (2) In section 223(4) (powers of Secretary of State in connection with public-private partnerships: meaning of “company”), for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

• (3) In paragraph 23 of Schedule 7 (public benefit corporations: appointment of auditor)—

• (a) for sub-paragraphs (3) and (4) substitute—

(3) An auditor may be— (a) an officer of the Audit Commission (if appointed by the board with the agreement of the Commission), (b) an individual who is not an officer of the Audit Commission, or (c) a firm. (4) A person appointed as auditor must be— (a) eligible for appointment as a statutory auditor (see Part 42 of the Companies Act 2006), (b) a member of one or more of the bodies listed in section 3(7)(a) to (e) of the Audit Commission Act 1998, or (c) a member of any other body of accountants approved by the regulator for the purposes of this paragraph.

• (b) for sub-paragraph (7) substitute—

(7) In this paragraph— - “the Audit Commission” means the Audit Commission for Local Authorities and the National Health Service in England; and - “firm” has the same meaning as in the Audit Commission Act 1998 (see section 53(1) of that Act).

National Health Service (Wales) Act 2006 (c. 42)

259

In section 170(4) of the National Health Service (Wales) Act 2006 (powers of Welsh Ministers in connection with public-private partnerships: meaning of “company”), for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

Companies Act 2006 (c. 46)

260

• (1) The Companies Act 2006 is amended as follows.

• (2) In section 367(5) (terms of resolution), for “subsection (2)” substitute “ subsection (3) ”.

• (3) In section 601 (public company's share capital: approval by members of agreement for transfer of non-cash asset)—

• (a) in subsection (1), for paragraph (b) substitute—

(b) copies of the valuer's report must have been circulated to the members entitled to notice of the meeting at which the resolution is proposed, not later than the date on which notice of the meeting is given, and

• (b) omit subsection (3).

• (4) In section 839(6) (distributions justified by reference to initial accounts: requirements applicable to public companies), for paragraph (b) substitute—

(b) a copy of that statement must have been laid before the company in general meeting.

• (5) In section 938(2) (mergers and divisions of public companies: power of court to summon meeting), for paragraph (c) substitute—

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

• (6) In section 1087(1) (material not to be made available for public inspection), for paragraph (j) substitute—

(j) the contents of any documents held by the registrar pending a decision of the Regulator of Community Interest Companies under— (i) section 36A of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (eligibility for registration as community interest company), (ii) section 38 of that Act (eligibility for conversion to community interest company), or (iii) section 55 of that Act (eligibility for conversion from community interest company to charity), and that the registrar is not later required to record;

• (7) In the following provisions for “a receiver and manager” substitute “ an interim manager ”

• (a) section 1140(2)(c)(ii) (service of documents: persons to whom the section applies);

• (b) section 1154(1)(b) and (2)(b) (duty to notify registrar of certain appointments).

• (8) After section 1170 insert—

(1170A) (1) Any reference in the Companies Acts to a receiver or manager of the property of a company, or to a receiver of it, includes a receiver or manager or (as the case may be) a receiver of part only of that property and a receiver only of the income arising from the property or from part of it. (2) Any reference in the Companies Acts to the appointment of a receiver or manager under powers contained in an instrument includes an appointment made under powers that by virtue of an enactment are implied in and have effect as if contained in an instrument. (1170B) (1) In the Companies Acts “contributory” means every person liable to contribute to the assets of a company in the event of its being wound up. (2) For the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, the expression includes any person alleged to be a contributory. (3) The reference in subsection (1) to persons liable to contribute to the assets does not include a person so liable by virtue of a declaration by the court under— (a) section 213 of the Insolvency Act 1986 or Article 177 of the Insolvency (Northern Ireland) Order 1989 (fraudulent trading), or (b) section 214 of that Act or Article 178 of that Order (wrongful trading).

• (9) In Schedule 8 (index of defined expressions) at the appropriate places insert—

contributory	section 1170B
receiver or manager (and certain related references)	section 1170A
---	---

Police, Public Order and Criminal Justice (Scotland) Act 2006 (asp 10)

261

• (1) The Police, Public Order and Criminal Justice (Scotland) Act 2006 is amended as follows.

• (2) In paragraph 15(1)(d) of Schedule 1 (powers of Scottish Police Services Authority: formation and promotion of companies), for “(within the meaning of the Companies Act 1985)” substitute “ under the Companies Act 2006 ”.

• (3) In Schedule 4 (Police Complaints Commissioner for Scotland), in paragraph 3(5)(e) (grounds for removal from office) for “Part 2 of the Companies (Northern Ireland) Order 1989” substitute “ the Company Directors Disqualification (Northern Ireland) Order 2002 ”.

Interests of Members of the Scottish Parliament Act 2006 (asp 12)

262

• (1) Section 19(1) of the Interests of Members of the Scottish Parliament Act 2006 (interpretation) is amended as follows.

• (2) Omit the definition of “the 1985 Act”.

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

• (4) In the definitions of “parent undertaking” and “subsidiary undertaking” for “section 258 of the 1985 Act” substitute “ the Companies Acts (see section 1162 of the Companies Act 2006) ”.

• (5) In the definition of “undertaking”, for “section 259 of the 1985 Act” substitute “ the Companies Acts (see section 1161(1) of the Companies Act 2006) ”.

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

263

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

• (2) In Article 2(2) (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— 1. is registered in Northern Ireland, and 2. is limited by shares;

• (3) In Article 268(1) (interpretation of Part 10)—

• (a) for the definition of “the Companies Order” substitute—

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

• (b) for the definitions of “subsidiary” and “subsidiary undertaking” substitute—

“subsidiary” and “subsidiary undertaking” have the same meanings as in the Companies Acts (see sections 1159 and 1162 of the Companies Act 2006);

• (4) In Article 269(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 271 (initial departmental holding in successor company: shares to be issued as if fully paid up in cash)—

• (a) in paragraph (4)(b), for “the Companies Order” substitute “ the Companies Acts ”;

• (b) in paragraph (5) , omit“(as defined in section 2 of the Companies Act 2006)”.

• (6) In Article 276(5) (accounts etc of successor company), omit“(as defined in section 2 of the Companies Act 2006)”.

Cross-Border Insolvency Regulations 2006 (S.I. 2006/1030)

264

• (1) The Cross-Border Insolvency Regulations 2006 are amended as follows.

• (2) In regulation 1 (citation, commencement and interpretation), after paragraph (2) insert—

(3) In these Regulations “overseas company” has the meaning given by section 1044 of the Companies Act 2006 and “establishment”, in relation to such a company, has the same meaning as in the Overseas Companies Regulations 2009.

• (3) In Schedule 2 (procedural matters in England and Wales)—

• (a) in paragraph 1(1) (interpretation), for the definition of “relevant company” substitute—

“relevant company” means a company that is— 1. registered under the Companies Act 2006, 2. subject to a requirement imposed by regulations under section 1043 of that Act 2006 (unregistered UK companies) to deliver any documents to the registrar of companies, or 3. subject to a requirement imposed by regulations under section 1046 of that Act (overseas companies) to deliver any documents to the registrar of companies;

• (b) in paragraph 3(e) (matters to be stated in application for recognition of foreign proceedings: company's registered number), for “the Companies Act 1985” substitute “ the Companies Act 2006 ”;

• (c) in paragraph 25(1)(b) (persons entitled to appear or be represented at hearing), for sub-paragraph (i) substitute—

(i) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;

• (d) in paragraph 46(1)(g) (persons entitled to inspect court file), for sub-paragraph (iii) substitute—

(iii) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;

• (4) In Schedule 3 (procedural matters in Scotland)—

• (a) in paragraph 1(1) (interpretation), for the definition of “relevant company” substitute—

“relevant company” means a company that is— 1. registered under the Companies Act 2006, 2. subject to a requirement imposed by regulations under section 1043 of that Act (unregistered UK companies) to deliver any documents to the registrar of companies, or 3. subject to a requirement imposed by regulations under section 1046 of that Act (overseas companies) to deliver any documents to the registrar of companies;

• (b) in paragraph 6(1)(b) (persons entitled to appear or be represented at hearing), for sub-paragraph (i) substitute—

(i) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;

• (c) in paragraph 9(1)(g) (persons entitled to inspect court process), for sub-paragraph (iii) substitute—

(iii) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;

• (5) In Schedule 4 (notices to be delivered to registrar of companies)—

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

• (b) omit paragraph 3 (registrar to whom notices to be delivered).

• (6) In Schedule 5 (forms)—

• (a) in Form ML1, for item 4 and notes (i) to (k) substitute—

(i) Insert date of incorporation	4 The debtor is registered under the Companies Act 2006 and was incorporated on (i) ........................................................................................
(j) Insert registered number	The registered number of the debtor is (j) ....................................................
	OR
(k) If the debtor is an overseas company having one or more establishments in the United Kingdom include applicable statement(s) and insert required details	(k) The debtor is an overseas company that has one or more establishments in the United Kingdom.The registered numbers of the establishment(s) are ............................................................................................................................................................
	OR
	The debtor is not registered under the Companies Act 2006 nor is it an overseas company having one or more establishments in the United Kingdom.

• (b) in Form ML7, for the item relating to branches of oversea companies (and note (d)) substitute—

(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment	(d) This return is delivered in respect of all the establishments listed below	(d) This return is delivered in respect of all the establishments listed below
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment	Registration number	Establishment name
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment

Serious Crime Act 2007 (c. 27)

265

• (1) The Serious Crime Act 2007 is amended as follows.

• (2) In section 27(12) (power to wind up companies etc: England and Wales and Scotland)—

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

“company” means— 1. a company registered under the Companies Act 2006 in England and Wales or Scotland, or 2. an unregistered company within the meaning of Part 5 of the Insolvency Act 1986 (see section 220 of that Act), but does not include a relevant body;;

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

“the court”, in relation to a company, means a court in England and Wales or Scotland having jurisdiction to wind up the company;

• (3) In section 28(11) (power to wind up companies etc: Northern Ireland), for the definition of “company” substitute—

“company” means— 1. a company registered under the Companies Act 2006 in Northern Ireland, or 2. an unregistered company within the meaning of Part 6 of the Insolvency (Northern Ireland) Order 1989 (see Article 184 of that Order), but does not include a relevant body;.

Building Societies (Funding) and Mutual Societies (Transfers) Act 2007 (c. 26)

266

In section 3(14) of the Building Societies (Funding) and Mutual Societies (Transfers) Act 2007 (transfers to subsidiaries)—

• (a) for paragraph (a) substitute—

(a) a company as defined in section 1(1) of the Companies Act 2006;

• (b) omit paragraph (b).

Bankruptcy and Diligence etc. (Scotland) Act 2007 (asp 3)

267

In section 47 of the Bankruptcy and Diligence etc. (Scotland) Act 2007 (interpretation of Part 2), 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 ”.

Electricity (Single Wholesale Market) (Northern Ireland) Order 2007 (S.I. 2007/913 (N.I. 7))

268

In Article 3(10) of the Electricity (Single Wholesale Market) (Northern Ireland) Order 2007 (power to modify licence conditions), for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ”.

Cross-Border Insolvency Regulations (Northern Ireland) 2007 (S.R. (NI) 2007 No 115)

269

• (1) The Cross-Border Insolvency Regulations (Northern Ireland) 2007 are amended as follows.

• (2) In regulation 2 (interpretation), make the existing provision paragraph (1) and after it insert—

(2) In these Regulations “overseas company” has the meaning given by section 1044 of the Companies Act 2006 and “establishment”, in relation to such a company, has the same meaning as in the Overseas Companies Regulations 2009.

• (3) In Schedule 2 (procedural matters)—

• (a) in paragraph 1(1) (interpretation)—

• (i) for the definition of “relevant company” substitute—

“relevant company” means a company that is— 1. registered under the Companies Act 2006, 2. subject to a requirement imposed by regulations under section 1043 of that Act (unregistered UK companies) to deliver any documents to the registrar of companies, or 3. subject to a requirement imposed by regulations under section 1046 of that Act (overseas companies) to deliver any documents to the registrar of companies;

• (ii) for the definition of “registrar” substitute—

“the registrar” means the registrar of companies;

• (b) in paragraph 3(e) (matters to be stated in application for recognition of foreign proceedings: company's registered number), for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ”;

• (c) in paragraph 25(1)(b) (persons entitled to appear or be represented at hearing), for sub-paragraph (i) substitute—

(i) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;

• (d) in paragraph 44(1)(g) (persons entitled to inspect court file), for sub-paragraph (iii) substitute—

(iii) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;

• (4) In Schedule 3 (notices to be delivered to registrar), in paragraph 1(1) (interpretation), omit the definition of “the 1986 Order”.

• (5) In Schedule 4 (forms)—

• (a) in Form ML1, for item 4 (and notes (h) to (j)) substitute—

(h) Insert date of incorporation	4 The debtor is registered under the Companies Act 2006 and was incorporated on (h) .......................................................................................
(i) Insert registered number	The registered number of the debtor is (i) ....................................................
	OR
(j) If the debtor has a registered establishment include applicable statement(s) and insert required details	(j) The debtor is an overseas company that has one or more establishments in the United Kingdom.The registered numbers of the establishment(s) are ............................................................................................................................................................
	OR
	The debtor is not registered under the Companies Act 2006 nor is it an overseas company that has one or more establishments in the United Kingdom.

• (b) in Form ML7, for the item relating to branches of oversea companies (and note (d)) substitute—

(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment	(d) This return is delivered in respect of all the establishments listed below	(d) This return is delivered in respect of all the establishments listed below
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment	Registration number	Establishment name
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment
(d) If the debtor is an overseas company with establishments in the United Kingdom, please complete requested details of establishments. If this form is delivered in respect of more than one establishment, the establishment number and name (where different) must be given for each establishment

Companies (Disclosure of Address) Regulations 2009 (S.I. 2009/214)

270

• (1) The Companies (Disclosure of Address) Regulations 2009 are amended as follows.

• (2) In regulation 9(1) (application by individual to make an address unavailable for public inspection), in sub-paragraph (c) at the end insert “ or under regulations made under section 1046 ”.

• (3) In regulation 11(1) (application by person registering charge to make an address unavailable for public inspection), in sub-paragraph (a)(ii) at the end insert “ or under regulations made under section 1052 ”.

SCHEDULE 2 — OTHER CONSEQUENTIAL REPEALS AND REVOCATIONS

Short title and number	Extent of repeal
Post Office Act 1969 (c. 48)	Section 86(2).
Building Societies Act 1986 (c. 53)	Section 102C(5) and (6).
Copyright, Designs and Patents Act 1988 (c. 48)	In Schedule 7, paragraph 35.
Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19))	Article 381(1).
Water Consolidation (Consequential Provisions) Act 1991 (c. 60)	In Schedule 1, paragraph 41.
Pension Schemes (Northern Ireland) Act 1993 (c. 49)	In Schedule 7, paragraph 20.
Trade Marks Act 1994 (c. 26)	In Schedule 4, in paragraph 1(2), the entry relating to the Companies (Northern Ireland) Order 1986.
Disability Discrimination Act 1995 (c. 50)	In Schedule 8, in the substituted Schedule 6 in paragraph 53, paragraph 3.
Deregulation (Northern Ireland) Order 1997 (S.I. 1997/2984 (N.I. 22))	Article 5.
Bank of England Act 1998 (c. 11)	In Schedule 5, paragraph 63.
Youth Justice and Criminal Evidence Act 1999 (c. 23)	In Schedule 3, paragraphs 4, 5 and 13 to 15. In Schedule 4, paragraph 18.
Insolvency Act 2000 (c. 39)	In Schedule 4, paragraphs 16(2), 17, 18(a) and 19 to 21.
Criminal Justice and Police Act 2001 (c. 16)	Section 138(7).
Anti-Terrorism, Crime and Security Act 2001 (c. 24)	In Schedule 4, paragraph 59.
Limited Liability Partnerships Regulations 2001 (S.I. 2001/1090)	In Schedule 5, paragraphs 9 to 11.
Open-Ended Investment Companies Regulations 2001 (S.I. 2001/1228)	In Schedule 7, paragraphs 3 to 9.
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)	Section 33(6). In Schedule 6, paragraph 10.
Civil Partnership Act 2004 (c. 33)	In Schedule 29, paragraphs 68 to 75.
Constitutional Reform Act 2005 (c. 4)	In Schedule 11, in paragraph 6(3), the reference to the Companies (Northern Ireland) Order 1986.
Charities and Trustee Investment (Scotland) Act 2005 (asp 10)	In Schedule 4, paragraph 6.
Pensions (Northern Ireland) Order 2005 (S.I. 2005/255 (N.I. 1))	Article 100. In Schedule 10, paragraph 2.
Law Reform (Miscellaneous Provisions) (Northern Ireland) Order 2005 (S.I. 2005/1452 (N.I. 7))	Article 4(2).
Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10))	In Schedule 2, paragraphs 12 to 17.
Fraud Act 2006 (c. 35)	Section 10.
Charities Act 2006 (c. 50)	In Schedule 8, paragraph 75.
Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093 (C. 49))	In Schedule 4, paragraphs 7, 8, 17 to 20, 31 and 32.
Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194 (C. 84))	In Schedule 4, paragraph 40.

SCHEDULE 3 — PROVISIONS RELATING TO OLD PUBLIC COMPANIES

Meaning of “old public company”

1

For the purposes of this Schedule an “old public company” is a company limited by shares, or a company limited by guarantee and having a share capital, in respect of which the following conditions are met—

• (a) the company either existed on 1st July 1983 or was incorporated after that date pursuant to an application made before that date,

• (b) on that date or, if later, on the day of the company’s incorporation, the company was not or (as the case may be) would not have been a private company within the meaning of section 28 of the Companies Act (Northern Ireland) 1960, and

• (c) the company has not since that date or the day of the company’s incorporation (as the case may be) either been re-registered as a public company within the meaning of Article 12(3) of the Companies (Northern Ireland) Order or section 4(2) of the Companies Act 2006 or become a private company within the meaning of Article 12(3) of the Companies (Northern Ireland) Order or section 4(1) of the Companies Act 2006.

Application of Companies Acts to old public companies

2

• (1) References in the Companies Acts to—

• (a) a public company, or

• (b) a company other than a private company,

are to be read (unless the context otherwise requires) as including an old public company.

• (2) References in the Companies Acts to a private company are to be read accordingly.

• (3) Sub-paragraphs (1) and (2)—

• (a) do not apply in relation to—

• (i) Part 7 of the Companies Act 2006 (re-registration as a means of altering a company's status), and

• (ii) sections 662 to 669 of that Act (treatment of shares held by or for public company) (see paragraph 7(1) and (2) below), and

• (b) do not restrict the power to make provision by regulations under section 65 of that Act (inappropriate use of indications of company type or legal form).

Old public company re-registering as a public company

3

• (1) Sections 90 to 96 of the Companies Act 2006 (re-registration as public company limited by shares) apply to an old public company.

• (2) As they so apply—

• (a) references to a private company shall be read as references to an old public company, and

• (b) references to a special resolution of the company shall be read as references to a resolution of the directors.

• (3) Chapter 3 of Part 3 of that Act (resolutions affecting a company's constitution) applies to any such resolution.

• (4) References in this Schedule to re-registration as a public company, in relation to an old public company, are to re-registration by virtue of this paragraph.

Old public company becoming private: special resolution

4

• (1) An old public company may pass a special resolution not to be re-registered as a public company.

• (2) Sections 98 and 99 of the Companies Act 2006 (application to court to cancel resolution; notice to registrar of court application or order) apply to such a resolution as they would apply to a special resolution by a public company to be re-registered as private.

• (3) If either—

• (a) 28 days from the passing of the resolution elapse without an application being made under section 98 of the Companies Act 2006 (as applied), or

• (b) such an application is made and proceedings are concluded on the application without the court making an order for the cancellation of the resolution,

the registrar of companies shall issue the company with a certificate stating that it is a private company.

• (4) The company then becomes a private company by virtue of the issue of the certificate.

• (5) For the purposes of sub-paragraph (3)(b), proceedings on the application are concluded—

• (a) except in a case within the following paragraph, when the period mentioned in section 99(3) of the Companies Act 2006 (as applied) for delivering a copy of the court's order on the application to the registrar has expired, or

• (b) when the company has been notified that the application has been withdrawn.

• (6) A certificate issued to a company under sub-paragraph (3) is conclusive evidence that the requirements of this paragraph have been complied with and that the company is a private company.

Old public company becoming private: statutory declaration

5

• (1) If an old public company delivers to the registrar a statutory declaration by a director or secretary of the company that the company does not at the time of the declaration satisfy the conditions for the company to be re-registered as public, the registrar shall issue the company with a certificate stating that it is a private company.

• (2) The company then becomes a private company by virtue of the issue of the certificate.

• (3) A certificate issued to a company under sub-paragraph (1) is conclusive evidence that the requirements of this paragraph have been complied with and that the company is a private company.

Failure by old public company to obtain new classification

6

• (1) If at any time a company which is an old public company has not delivered to the registrar of companies a declaration under paragraph 5, the company and any officer of it who is in default is guilty of an offence unless at the time the company—

• (a) has applied to be re-registered as a public company, and the application has not been refused or withdrawn, or

• (b) has passed a special resolution not to be re-registered as a public company, and the resolution has not been revoked, and has not been cancelled under section 98 of the Companies Act 2006 as applied by paragraph 4.

• (2) A person guilty of an offence under this paragraph 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.

Old public company holding, or having charge on, own shares

7

• (1) In sections 662 to 669 of the Companies Act 2006 (treatment of shares held by or for public company) references to a public company do not include an old public company.

• (2) Section 668 of that Act (application of sections 662 to 667 to private company re-registering as public company) applies to an old public company as to a private company.

• (3) In the case of a company that—

• (a) after 30th September 1984 remained an old public company, and

• (b) did not before that date apply to be re-registered as a public company,

any charge on its own shares which was in existence on or immediately before that date is a permitted charge and not void under section 670 of the Companies Act 2006.

• (4) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Old public companies: trading under misleading name

8

• (1) An old public company commits an offence if it carries on a trade, profession or business under a name that includes, as its last part, the words “public limited company” or “cwmni cyfyngedig cyhoeddus”.

• (2) Where an offence under this paragraph is committed by a company, an offence is also committed by every officer of the company who is in default.

• (3) A person guilty of an offence under this paragraph 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.

Old public companies: payment for share capital

9

Sections 584 to 587 of the Companies Act 2006 (payment for shares: additional rules for public companies) apply to an old public company whose directors have passed and not revoked a resolution to be re-registered as a public company, as those sections apply to a public company.

Signed

Ian Lucas — Minister for Business and Regulatory Reform, — 2009-07-21

Explanatory note

(This note is not part of the Order)

Footnotes

[^f00001]: 1972 c.68; section 2(2) and paragraph 2 of Schedule 2 to the 1972 Act were amended by section 27 of the Legislative and Regulatory Reform Act 2006 (c.51).

[^f00002]: 2006 c.46.

[^f00003]: 2006 c.50.

[^f00004]: See S.I. 2007/193.

[^f00005]: See section 75(6).

[^f00006]: S.I. 2008/2860 (C.126).

[^f00007]: S.I. 2002/3150 (N.I. 4).

[^f00008]: S.I. 1989/2404 (N.I. 18).

[^f00009]: 1954 c.33 (N.I.).

[^f00010]: 1993 c.10; section 65(4) was amended by the Charities Act 2006 (c.50), Schedule 8, paragraphs 96 and 152.

[^f00011]: S.I. 1987/2048 (N.I. 19); Article 9A was inserted by S.I. 1990/1504 (N.I. 10), Article 47.

[^f00012]: 1994 c.40; Part 2 is amended by paragraph 148 of Schedule 1 to this Order.

[^f00013]: S.I. 1996/1632 (N.I. 11); the Order is amended by paragraph 166 of Schedule 1 to this Order.

[^f00014]: 1986 c.45.

[^f00015]: S.I. 1989/2405 (N.I. 19).

[^f00016]: Schedule B1 was inserted by the Enterprise Act 2002 (c.40), Schedule 16.

[^f00017]: Schedule B1 was inserted by S.I. 2005/1455 (N.I. 10), Schedule 1.

[^f00018]: 1985 c.6.

[^f00019]: S.I. 1986/1032 (N.I. 6).

[^f00020]: S.I. 1989/1339 (N.I. 11).

[^f00021]: 1980 c.58.

[^f00022]: 1985 c.9.

[^f00023]: S.I. 1986/1035 (N.I. 9).

[^f00024]: S.I. 2008/2860 (C.126).

[^f00025]: 2000 c.12.

[^f00026]: Section 9 was amended by the Statute Law Revision Act 1894 (c.56).

[^f00027]: Section 8A is inserted, with effect from 1st October 2009, by the Legislative Reform (Limited Partnerships) Order 2009 (S.I. 2009/1940), article 5.

[^f00028]: Section 16(1) was amended by the Companies Act 2006 (c.46), section 1063(7)(a) and the Decimal Currency Act 1969 (C.19), section 10(1).

[^f00029]: Section 46(2) was inserted by S.I. 2003/3096, articles 2 and 17(2).

[^f00030]: The definition of “subsidiary” in section 92(1) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2, the Companies Act 1989 (c.40), Schedule 18, paragraph 4 and the Railways Act 1993 (c.43), Schedule 14.

[^f00031]: Section 1(4)(a) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00032]: Section 1(4)(b) was amended by the Building Societies Act 1986 (c.53), Schedule 18, paragraph 5.

[^f00033]: Section 1(4)(a) was amended by S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00034]: Section 14(4A) was inserted by the Transport and Works Act 1992 (c.42), Schedule 3, paragraph 1(3), (5) and (7).

[^f00035]: The definition of “marine work” in section 57(1) was amended by the Local Government (Scotland) Act 1973 (c.65), Schedule 19, paragraph 16 and the Companies Act 1989 (c.40), Schedule 18, paragraph 5.

[^f00036]: Section 25(2) was amended by S.I. 1990/1504 (N.I. 10), Schedule 3, paragraph 1.

[^f00037]: Section 1(2)(b) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00038]: Section 7E was inserted by the Co-operatives and Community Benefit Societies Act 2003 (c.15), section 3.

[^f00039]: Section 7F was inserted by the Co-operatives and Community Benefit Societies Act 2003 (c.15), section 3.

[^f00040]: Section 52(2) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and S.I. 2001/2617, Schedule 3, paragraphs 214, 215(i) and 228(a).

[^f00041]: Section 53(2) was amended by S.I. 1996/1738, article 3(3) and S.I. 2001/2617, Schedule 3, paragraphs 214 and 215(i).

[^f00042]: Section 53(4) was amended by S.I. 2001/2617, Schedule 3, paragraphs 214 and 215(i) and the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00043]: Section 168(1)(c) was amended by S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00044]: Section 3(2)(c) was amended by S.I. 2001/2617, Schedule 3, paragraphs 239 and 241(b).

[^f00045]: Section 81(1) was amended by S.I. 1990/1504 (N.I. 10), Schedule 3, paragraph 2.

[^f00046]: Section 12(5)(a) was amended by S.I. 2001/1149, Schedule 1, paragraph 25(b).

[^f00047]: Section 23A was inserted by the Railways Act 1993 (c.43), section 36(4).

[^f00048]: Section 7D was inserted by S.I. 2006/314 (N.I. 3), Article 4.

[^f00049]: Section 7E was inserted by S.I. 2006/314 (N.I. 3), Article 4.

[^f00050]: Section 31(b) was amended by the Building Societies Act 1986 (c.53), Schedule 18, paragraph 20.

[^f00051]: Section 61 was amended by S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00052]: Section 62(1) was amended by S.I 1986/1035 (N.I. 9), Schedule 1 and S.I. 1976/425 (N.I. 7), Article 6.

[^f00053]: Section 62(2) was amended by S.I. 1986/1035 (N.I. 9), Schedule 1 and S.I. 1997/2984 (N.I. 22), Schedule 2, paragraph 13.

[^f00054]: Section 62(4) was amended S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00055]: Section 62(6) was amended by S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00056]: Section 19(4B) was inserted by the Environmental Protection Act 1990 (c.43), Schedule 14, paragraph 2.

[^f00057]: Section 3(8) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and the Companies Act 1989 (c.40), Schedule 16, paragraph 1(3).

[^f00058]: Section 10(9) was amended by the Shipbuilding Act 1979 (c.59), section 2, the Industry Act 1975 (c.68), section 24, the Companies Act 1989 (c.40), Schedule 18, paragraph 9 and S.I. 1990/1504, Schedule 3, paragraph 4.

[^f00059]: Section 32(4) was amended by S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00060]: Section 137(5) was amended by the Restrictive Trade Practices Act 1976 (c.34), Schedule 6 and the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00061]: Schedule 7A was inserted by the Local Government (Access to Information) Act 1985 (c. 43), Schedule 1 Part 2.

[^f00062]: Section 16(10) was inserted by S.I. 2001/3649, article 165(1) and (6).

[^f00063]: Section 82(3) was amended by the Friendly Societies Act 1992 (c.40), Schedule 16, paragraphs 1 and 29(1) and (3).

[^f00064]: Section 84(2) was amended by S.I. 2001/2617, Schedule 3, paragraphs 1 and 29(a)

[^f00065]: Section 84(3) was amended by S.I. 2001/2617, Schedule 3, paragraphs 1 and 31(a).

[^f00066]: The definitions of “holding company” and “subsidiary” in section 37 were amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and S.I. 1986/1035, Schedule 1, Part II.

[^f00067]: The definitions of “holding company” and “subsidiary” in section 27(1) were amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2. The definition of “wholly owned subsidiary” in section 27(1) was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 13 and the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00068]: Section 2(5) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and the Companies Act 1989 (c.40), Schedule 18, paragraph 15.

[^f00069]: The definition of “equity share capital” in section 56(1) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and S.I. 1986/1035, Schedule 1.

[^f00070]: The definitions of “holding company” and “subsidiary” in section 56(1) were amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2. The definition of “subsidiary” was also amended by the Companies Act 1989 (c.9), Schedule 18, paragraph 16.

[^f00071]: The definition of “wholly owned subsidiary” in section 56(1) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and S.I. 1986/1035, Schedule 1.

[^f00072]: Section 3 was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 17 and the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00073]: Paragraph 4 was substituted by S.R. (NI) 2003 No 129, the Schedule.

[^f00074]: Section 84B was inserted by the Smoking, Health and Social Care (Scotland) Act 2005 (asp 13), section 37.

[^f00075]: Section 6(1)(d) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00076]: The definition of “subsidiary” and “wholly-owned subsidiary” in Article 2(2) was inserted by S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00077]: Section 11(3)(f) was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 22 and the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00078]: Section 12(4) was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 22 and the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00079]: Section 14(1) was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 23.

[^f00080]: Section 3(7) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and S.I. 1986/1035, Schedule 1.

[^f00081]: Section 4(3)(b) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00082]: Section 98(9) was inserted by the Local Government Act 1988 (c.9), Schedule 5, paragraph 4.

[^f00083]: Section 100(1) was amended by the Local Government and Housing Act 1989 (c.42), Schedule 11, paragraph 57, the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and the Companies Act 1989 (c.40), Schedule 18, paragraph 24.

[^f00084]: 1989 c.42.

[^f00085]: Section 141(7) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and the Companies Act 1989 (c.40), Schedule 18, paragraph 24.

[^f00086]: Section 170(1)(d) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and the Companies Act 1989 (c.40), Schedule 18, paragraph 24.

[^f00087]: Section 170(2) was amended by the British Steel Act 1988 (c.35), Schedule 2, the British Technology Group Act 1991 (c.66), Schedule 2, the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2 and the Companies Act 1989 (c.40), Schedule 18, paragraph 24.

[^f00088]: Section 85(2) was substituted by the Companies Act 1989 (c.40), Schedule 18, paragraph 25.

[^f00089]: Section 10(1) was amended by S.I. 2008/948, Schedule 1, paragraph 51(1) and (2)(a) and (b).

[^f00090]: Section 10(2) was amended by S.I. 2008/948, Schedule 1, paragraph 51(1) and (3).

[^f00091]: Section 13(6) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00092]: Section 14(3) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00093]: The definitions of “company”, “debenture” and “private company” in Article 2(2) were amended by S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00094]: Section 4(3) was amended by S.I. 1994/2520, the Schedule, paragraph (b).

[^f00095]: Section 23(3) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2, S.I. 1986/1035, Schedule 1 and S.I. 1992/3179, Schedule 3, paragraph 1.

[^f00096]: The definition of “subsidiary” in section 105(1) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00097]: Section 13(2) was amended by the Companies Consolidation (Consequential Provisions) Act 1985 (c.9), Schedule 2.

[^f00098]: Article 15(1) was amended by S.I. 1990/1504 (N.I. 10), Schedule 3, paragraph 10.

[^f00099]: The definition of “statutory undertakers” in section 126 was amended by the Gas Act 1986 (c.44), Schedule 9, the Electricity Act 1989 (c.29), Schedule 18, the Water Act 1989 (c.15), Schedule 27 and S.I. 2001/1149, Schedule 1, paragraph 61.

[^f00100]: The definition of “subsidiary” and “wholly-owned subsidiary” in section 14(5) was substituted by the Companies Act 1989 (c.40), Schedule 18, paragraph 31.

[^f00101]: Section 434(5B) was inserted by the Youth Justice and Criminal Evidence Act 1999 (c.23), Schedule 3, paragraphs 4 and 5.

[^f00102]: Section 441(1) was amended by the Companies Act 1989 (c.40), section 61 and the Insolvency Act 1985 (c.65), Schedule 6, paragraph 3 and the Insolvency Act 1986 (c.45), Schedule 13.

[^f00103]: Section 447A was inserted by the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27), Schedule 2, paragraphs 16 and 17.

[^f00104]: Section 448A was inserted by the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27), section 22.

[^f00105]: Section 453(1) was substituted by the Companies Act 1989 (c.40), section 70.

[^f00106]: Section 6A was inserted by the Housing Act 1988 (c.50), Schedule 17, and subsection (4) of that section was amended by the Government of Wales Act 1998 (c.38), Schedule 16, paragraph 5.

[^f00107]: Section 27AB was inserted by the Leasehold Reform, Housing and Urban Development Act 1993 (c.28), section 132(1), and subsection (8) of section 27AB was amended by the Local Government Act 2003 (c.26), Schedule 8, Part 1.

[^f00108]: Section 51(5) was amended by S.I. 1991/1997, the Schedule, paragraph 58(b) and (c).

[^f00109]: Section 171B was inserted by the Housing and Planning Act 1986 (c.63), section 8(1) and (3).

[^f00110]: The definition of “subsidiary” in section 622(1) was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 40.

[^f00111]: The definition of “subsidiary” in section 101 was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 41.

[^f00112]: Article 109(2) was amended by S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00113]: Article 155(2) was amended by S.I. 1986/1035 (N.I. 9), Schedule 1.

[^f00114]: The definition of “subsidiary” and “wholly owned subsidiary” in section 9 was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 42.

[^f00115]: The definition of “subsidiary” in section 82(1) was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 43.

[^f00116]: Section 33F was inserted by the Utilities Act 2000 (c.27), section 97.

[^f00117]: The definition of “holding company” in section 48(1) was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 44.

[^f00118]: The definition of “subsidiary” in section 61(1) was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 44.

[^f00119]: Section 7A was inserted by the Insolvency Act 2000 (c.39), Schedule 2, paragraphs 1 and 10.

[^f00120]: Schedule B1 was inserted by the Enterprise Act 2002, Schedule 16 (c.40) and paragraph 111(1A) of Schedule B1 was inserted by S.I. 2005/879, regulations 2(1) and (4)(b).

[^f00121]: In section 110(1) the reference to “(a)” was inserted in relation to England and Wales by S.I. 2001/1090, Schedule 5, paragraph 15(1) and (2) and in relation to Scotland by S.S.I. 2001/128, Schedule 4, paragraph 1(1) and (2).

[^f00122]: Section 159 was amended by S.I. 2007/2194 (C.84), Schedule 4, paragraph 40

[^f00123]: Section 187(2) was substituted by S.I. 2007/2194 (C.84), Schedule 4, paragraph 42(1) and (3).

[^f00124]: Section 218(5) was substituted by the Insolvency Act 2000 (c.39), section 10(1) and (5).

[^f00125]: Section 219(1) was amended by the Insolvency Act 2000 (c.39), section 10(1) and (7)(a).

[^f00126]: Part 17A was inserted by S.I. 2008/948, Schedule 1, paragraph 105.

[^f00127]: Section 3(3)(b)(ii) was amended by S.I. 2008/948, Schedule 1, paragraph 106(1) and (2)(c).

[^f00128]: Section 12(2) was amended by the Tribunals, Courts and Enforcement Act 2007 (c.15), Schedule 16, paragraph 5(1) and (4).

[^f00129]: Section 20(1) was numbered as such by the Youth Justice and Criminal Evidence Act 1999 (c.23), Schedule 3, paragraph 8(1) and (2).

[^f00130]: Section 21(2) was amended by the Insolvency Act 2000 (c.39), Schedule 4, paragraphs 1 and 14(1) and (2)(a) to (c) and the Companies Act 1989 (c.40), Schedule 24.

[^f00131]: Section 12A was inserted by the Insolvency Act 2000 (c.27), section 7(1).

[^f00132]: Section 18(4A) was inserted by the Insolvency Act 2000 (c.27), Schedule 4, paragraphs 1 and 13(1) and (5) and was amended by S.I. 2004/1941, article 2(1) and (6).

[^f00133]: Section 22(9) was amended by S.I. 2008/948, Schedule 1, paragraph 106(1) and (4)(c).

[^f00134]: Section 22A was inserted by the Companies Act 1989 (c.40), section 211(3), and subsection (4) of section 22A was amended by S.I. 2008/948, Schedule 1, paragraph 106(1) and (5).

[^f00135]: Section 22B was inserted by the Friendly Societies Act 1992 (c.40), Schedule 21, paragraph 8, and subsection (4) of section 22B was amended by S.I. 2008/948, Schedule 1, paragraph 106(1) and (6).

[^f00136]: Section 22C was inserted by the Health and Social Care (Community Health and Standards) Act 2003 (c.43), Schedule 4, paragraphs 67 and 68, and subsection (3) of section 22C was amended by S.I. 2008/948, Schedule 1, paragraph 106(1) and (7) and the National Health Service (Consequential Provisions) Act 2006 (c.43), Schedule 1, paragraphs 91 and 92.

[^f00137]: Paragraph 4 was substituted and paragraph 4A was inserted by S.I. 2008/948, Schedule 1, paragraph 106(1) and (8)(a).

[^f00138]: Paragraph 5A was inserted by S.I. 1996/2827, Schedule 8, paragraph 10 and was subsequently substituted by S.I. 2001/1228, Schedule 7, paragraph 9.

[^f00139]: The definition of “subsidiary” in section 65(10) was inserted by the Building Societies Act 1997 (c.32), Schedule 7, paragraph 24(2)(b).

[^f00140]: Section 70(4) was amended by the Civil Partnership Act 2004 (c.33), Schedule 27, paragraph 123(b).

[^f00141]: Section 102(2)(a) was amended by S.I. 2001/2617, Schedule 3, paragraphs 131 and 185(b).

[^f00142]: Section 104A was inserted by the Building Societies Act 1997 (c.32), and subsection (1) of section 104A was amended by S.I. 2001/2617, Schedule 3, paragraphs 131 and 188.

[^f00143]: Section 104A was inserted by the Building Societies Act 1997 (c.32), section 42 and subsection (1) of that section was amended by S.I. 2001/2617, Schedule 3, paragraphs 133 and 188.

[^f00144]: Schedule 15A was inserted by the Building Societies Act 1997 (c.32), Schedule 6.

[^f00145]: Paragraph 38(3) was amended by S.I. 2007/2194 (C.84), Schedule 4, paragraph 50.

[^f00146]: The definition of “company” was inserted in Article 2(2) by S.I. 1990/1504 (N.I. 10), Article 47(2).

[^f00147]: The definition of “the Companies Order” was inserted in Article 2(2) by S.I. 1990/1504 (N.I. 10), Article 47(2).

[^f00148]: Article 9 was substituted by S.I. 1990/1504 (N.I. 10), Article 47(1).

[^f00149]: Article 9A was inserted by S.I. 1990/1504 (N.I. 10), Article 47(1).

[^f00150]: The definition of “subsidiary” in section 15(1) was amended by the Companies Act 1989 (c.40), Schedule 18, paragraph 47.

[^f00151]: Section 129B was inserted by the Further and Higher Education Act 1992 (c.13), section 73(1).

[^f00152]: Schedule 2A was inserted by S.I. 1996/2967, regulation 22(2) and paragraph 1(4) of Schedule 2A was amended by S.I. 2006/18, the Schedule, paragraphs 1 and 8.

[^f00153]: Section 7(7B) was inserted by the Health and Social Care Act 2001 (c.15), section 5.

[^f00154]: Section 7(7D) was inserted by the Smoking, Health and Social Care (Scotland) Act 2005 (asp 13), section 37(2).

[^f00155]: Section 42C was inserted by the Utilities Act 2000 (c.27), section 61.

[^f00156]: Section 77(3) was amended by S.I. 1990/1395, regulation 2.

[^f00157]: Article 14(4) was inserted by S.R (NI) 2002 No 334, regulation 7 and was subsequently substituted by S.R (NI) 2006 No 370, regulation 3(3).

[^f00158]: Article 20A was inserted by S.I. 2002/3152 (N.I. 6), Schedule 2, paragraph 10.

[^f00159]: Schedule A1 was inserted by S.I. 2002/3152 (N.I. 6), Schedule 1, paragraph 5.

[^f00160]: Paragraph 3(2)(b) was amended by S.I. 2008/948, Schedule 1, paragraph 165(2)(a).

[^f00161]: Schedule B1 was inserted by S.I 2005/1455 (N.I. 10), Schedule 1, and paragraph 1(1A) was inserted in Schedule B1 by S.R. (NI) 2006 No 370, regulation 3(4)(b).

[^f00162]: S.I. 2007/2194 (C. 84).

[^f00163]: Article 96(1) was amended by S.R. 2004 (NI) No 307, Schedule 4, paragraph 12(2).

[^f00164]: Article 104A was inserted by S.I. 1990/1504 (N.I. 10), Article 8(3).

[^f00165]: Article 136 was amended by S.I. 2007/2194 (C.84), Schedule 4, paragraph 59.

[^f00166]: Article 158(2) was substituted by S.I. 2007/2194 (C.84), Schedule 4, paragraph 61(3).

[^f00167]: Article 182(4) was substituted by S.I. 2002/3152 (N.I. 6), Article 8(3).

[^f00168]: Article 183(1) was amended by S.I. 2002/3152 (N.I. 6), Article 8(6)(a).

[^f00169]: The entry relating to paragraph 31(9) of Schedule A1 was inserted by S.I. 2002/3152 (N.I. 6), Schedule 1, paragraph 12.

[^f00170]: Part 15 was inserted by S.I. 2008/948, Schedule 1, paragraph 171.

[^f00171]: Section 30(5) was repealed, in relation to England and Wales, by the Clean Neighbourhoods and Environment Act 2005 (c.16), Schedule 5, Part 4.

[^f00172]: Section 44(2A)(c) was inserted by the Child Support, Pensions and Social Security Act 2000 (c.19), section 22(1) and (3).

[^f00173]: Paragraph 4(b) was amended by the Water Act 2003 (c.37), Schedule 8, paragraphs 2 and 52(1) and (2)(b).

[^f00174]: Article 41(2A) was inserted by the Child Support, Pensions and Social Security Act (Northern Ireland) 2000 (c.4 (N.I.)), section 21(3).

[^f00175]: Section 115B was inserted by the Social Security Fraud Act 2001 (c.11), section 15(1).

[^f00176]: Section 109B was inserted by the Social Security Fraud Act (Northern Ireland) Act 2001 (c.17 (N.I.)), section 14(1).

[^f00177]: Section 117(4) was amended by S.I. 2007/2194 (C.84), Schedule 4, paragraph 73.

[^f00178]: Section 131(2) was amended by S.I. 2007/2194 (C.84), Schedule 4, paragraph 74 and S.I. 2008/948, Schedule 1, paragraph 188.

[^f00179]: Article 7(4) was amended by S.I. 2008/948, Schedule 1, paragraph 190.

[^f00180]: Article 11(9)(b) was amended by S.I. 2007/2194 (C.84), Schedule 4, paragraph 76.

[^f00181]: Section 63(3) was amended by the Charities Act 2006 (c.50), Schedule 8, paragraphs 96 and 150(1) and (3).

[^f00182]: Section 63(4) was amended by the Charities Act 2006 (c.50), Schedule 8, paragraphs 96 and 150(1) and (4).

[^f00183]: Section 64(2A) was inserted by the Charities Act 2006 (c.50), section 31(1) and (2).

[^f00184]: Section 64(3) was amended by the Charities Act 2006 (c.50), section 31(1) and (3) and Schedule 8, paragraphs 96 and 151 and S.I. 2007/2194 (C.84), Schedule 4, paragraph 79.

[^f00185]: Section 69D was inserted by the Charities Act 2006 (c.50), Schedule 7, paragraph 1.

[^f00186]: Section 72(1)(f) was amended by the Insolvency Act 2000 (c.39), Schedule 4, paragraph 18(a), S.I. 2004/1941, the Schedule, paragraph 5(a) and the Tribunals, Courts and Enforcement Act 2007 (c.15), Schedule 16, paragraph 7.

[^f00187]: Schedule 5B was inserted by the Charities Act 2006 (c.50), Schedule 7, paragraph 2.

[^f00188]: Section 4A was inserted by the Commonhold and Leasehold Reform Act 2002 (c.15), section 122.

[^f00189]: Section 4C was inserted by the Commonhold and Leasehold Reform Act 2002 (c.15), section 122.

[^f00190]: Section 12A was inserted by the Commonhold and Leasehold Reform Act 2002 (c.15), section 123(1).

[^f00191]: Section 29(4A) was inserted by the Commonhold and Leasehold Reform Act 2002 (c.15), Schedule 8, paragraphs 2 and 18(1) and (2).

[^f00192]: Paragraph 7(4) was amended by the Railways and Transport Safety Act 2003 (c.20), Schedule 2, paragraphs 1 and 18.

[^f00193]: Paragraph 8 was amended by the Railways and Transport Safety Act 2003 (c.20), Schedule 2, paragraphs 1 and 18.

[^f00194]: Paragraph 10(5) was amended by the Railways and Transport Safety Act 2003 (c.20), Schedule 2, paragraphs 1 and 18.

[^f00195]: Section 127(2)(a) was amended by S.I. 2008/948, Schedule 1, paragraph 194(1) and (2).

[^f00196]: Section 123(2)(b) was amended by S.I. 2008/948, Schedule 1, paragraph 195(1) and (2).

[^f00197]: Section 145(6) was inserted by S.I. 1995/3213 (N.I. 22), Article 155(1).

[^f00198]: 1881 c.60.

[^f00199]: 1907 c.24.

[^f00200]: Section 163A was inserted by S.I. 2006/1244, regulations 2 and 17.

[^f00201]: Schedule 3A was inserted by the Marine Safety Act 2003 (c.16), Schedule 1.

[^f00202]: Section 4(1)(e) was amended by the Insolvency Act 2000 (c.39), Schedule 4, paragraph 19(1) and (2).

[^f00203]: Section 22(3) was amended by the Pensions Act 2004 (c.35), Schedule 12, paragraphs 34 and 40.

[^f00204]: Section 29(1)(f) was amended by the Insolvency Act 2000 (c.39), Schedule 4, paragraph 19(1) and (3), S.I. 2004/1941, the Schedule, paragraph 6 and the Tribunals, Courts and Enforcement Act 2007 (c.15), paragraph 8.

[^f00205]: Section 13(8) was amended by S.I. 2003/1615, Schedule 1, paragraph 36.

[^f00206]: Article 22(3) was amended by S.I. 2005/255 (N.I. 1), Schedule 10, paragraph 34.

[^f00207]: Paragraph 1(3) was amended by the Housing and Regeneration Act 2008 (c.17), section 61(1) and (7).

[^f00208]: Paragraph 3(1) was amended by the Housing and Regeneration Act 2008 (c.17), section 61(1) and (7).

[^f00209]: Paragraph 7(1) was amended by the Housing and Regeneration Act 2008 (c.17), section 61(1) and (7).

[^f00210]: Paragraph 4(2) was amended by the Insolvency Act 2000 (c.39), Schedule 4, paragraph 21(b).

[^f00211]: Paragraph 11(3) was amended by the Government of Wales Act 1998 (c.30), Schedule 16, paragraph 82(1)(b).

[^f00212]: Paragraph 12(4)(b) was amended by S.I. 2007/2194 (C.84), Schedule 4, paragraph 88(1) and (4).

[^f00213]: Paragraph 15(1)(b) was amended by the Housing Act 2004 (c.34), Schedule 11, paragraphs 7 and 15(1) and (2)

[^f00214]: Paragraph 15(2) was amended by the Housing and Regeneration Act 2008 (c.17), section 61(1) and (7) and the Government of Wales Act 1998 (c.30), Schedule 16, paragraph 82(1)(a).

[^f00215]: Article 12(6) was amended by S.I. 2002/3150, Schedule 3, paragraph 13.