The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009
2009 No. 1941
Companies
The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009
Made 21th July 2009
Coming into force 1st October 2009
The Secretary of State makes the following Order in exercise of the powers conferred by section 2(2) of the European Communities Act 19721, sections 657, 1088, 1292, 1294, 1296(1) and 1300(2) of the Companies Act 20062and section 75(4) and (5) of the Charities Act 20063.
The Secretary of State is a Minister designated for the purposes of section 2(2) of the European Communities Act 1972 in relation to the creation, operation, regulation or dissolution of companies and other forms of business organisation4and is a relevant Minister for the purposes of section 75 of the Charities Act 20065.
In accordance with paragraph 2 of Schedule 2 to the European Communities Act 1972, sections 657(4), 1088(6), 1290 and 1294(6) of the Companies Act 2006 and section 74(5) of the Charities Act 2006, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.
Introductory
Citation and commencement
1.—(1) This Order may be cited as the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009.
(2) The provisions of this Order come into force on 1st October 2009.
Consequential amendments
Consequential amendments, repeals and revocations
2.—(1) Schedule 1 to this Order contains consequential amendments.
(2) Schedule 2 to this Order contains other consequential repeals and revocations.
References to companies registered or re-registered under earlier legislation
3. A reference in any enactment to—
(a) a company formed and registered under the Companies Act 2006,
(b) a company registered but not formed under that Act, or
(c) a company re-registered under that Act,
includes a company treated as so formed and registered, registered or re-registered by virtue of section 1297(3) of that Act, including that provision as applied by paragraph 1(2) of Schedule 2 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 20086.
References to Northern Ireland directors disqualification orders
4. A reference in any enactment to a disqualification order under the Company Directors Disqualification (Northern Ireland) Order 20027includes a disqualification order made under Part 2 of the Companies (Northern Ireland) Order 19898that by virtue of section 29(3)(a) of the Interpretation Act (Northern Ireland) 19549has effect as if made under the 2002 Order.
Transitional provisions
Change of name by existing or transitional company
5.—(1) This article applies where, in the case of an existing or transitional company—
(a)
(a) the company’s articles are deemed to contain a statement of its name by virtue of section 28 of the Companies Act 2006 (provisions of memorandum treated as provisions of articles), and
(b)
(b) the company changes its name (by any means) on or after 1st October 2009.
(2) The company is not required to amend its articles in order to effect the change of name.
(3) The deemed statement in the company’s articles ceases to have effect when the change of name takes effect.
(4) The company is not required to send a copy of its articles to the registrar in accordance with section 26 of the Companies Act 2006.
(5) Where the company, in complying with any obligation to send a person a copy of its articles, relies on paragraph 9(1)(a) or (b) of Schedule 2 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008, it must—
(a)
(a) if it relies on paragraph 9(1)(a) (provisions of old-style memorandum appended to other provisions of articles), omit the provision stating the company’s former name;
(b)
(b) if it relies on paragraph 9(1)(b) (copy of old-style memorandum with indication of provisions deemed to be provisions of the articles), indicate that the provision stating the company’s former name is no longer effective.
(6) In this article—
“existing company” and “transitional company” have the same meaning as in the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (see article 2 of that Order); and
“old-style memorandum” has the same meaning as in paragraph 9(1) of Schedule 2 to that Order (see sub-paragraph (2) of that paragraph).
Companies that are charities: requirement of consent for affirmation of certain transactions
6.—(1) Section 42(4) of the Companies Act 2006 (companies that are charities: requirement of consent for affirmation of certain transactions with directors or their associates) applies where the request for consent is received on or after 1st October 2009.
(2) Any request for consent under section 65(4) of the Charities Act 199310or Article 9A(4) of the Charities (Northern Ireland) Order 198711received but not determined before that date is treated as if made under section 42(4) of the Companies Act 2006.
(3) In relation to a decision under section 65(4) of the Charities Act 1993 made before 1st October 2009 the provisions of that Act as to appeals continue to have effect without the amendments made by this Order.
Functions of registrar of companies for Northern Ireland: contracting out
7.—(1) On the coming into force in relation to the registrar of companies for Northern Ireland of an order under Part 2 of the Deregulation and Contracting Out Act 199412, as amended by this Order, the provisions of the Deregulation and Contracting Out (Northern Ireland) Order 199613relating to that registrar shall cease to have effect.
(2) Those provisions are—
(a)
(a) in Article 2(2), the definition of “registrar of companies”;
(b)
(b) Article 11; and
(c)
(c) Part 1 of Schedule 2.
Amendments of insolvency legislation
8.—(1) The amendments by this Order of the Insolvency Act 198614(“the 1986 Act”) and the Insolvency (Northern Ireland) Order 198915(“the 1989 Order”) apply as follows.
(2) They apply where, in a company voluntary arrangement, a moratorium comes into force in relation to a company on or after 1st October 2009.
(3) They apply where a company enters administration on or after 1st October 2009, except where—
(a)
(a) it enters administration by virtue of an administration order under paragraph 10 of Schedule B116to the 1986 Act (or paragraph 11 of Schedule B117to the 1989 Order) on an application made before 1st October 2009,
(b)
(b) the administration is immediately preceded by a voluntary liquidation in respect of which the resolution to wind up was passed before 1st October 2009, or
(c)
(c) the administration is immediately preceded by a liquidation on the making of a winding-up order on a petition which was presented before 1st October 2009.
(4) They apply where, in a receivership, a receiver or manager is appointed in respect of a company on or after 1st October 2009.
(5) They apply where a company goes into liquidation upon the passing on or after 1st October 2009 of a resolution to wind up.
(6) They apply where a company goes into voluntary liquidation under paragraph 83 of Schedule B1 to the 1986 Act (or paragraph 84 of Schedule B1 to the 1989 Order), except where the preceding administration—
(a)
(a) commenced before 1st October 2009, or
(b)
(b) is an administration which commenced by virtue of an administration order under paragraph 10 of Schedule B1 to the 1986 Act (or paragraph 11 of Schedule B1 to the 1989 Order) on an application which was made before 1st October 2009.
(7) They apply where a company goes into liquidation on the making of a winding-up order on a petition presented on or after 1st October 2009, except where the liquidation is immediately preceded by—
(a)
(a) an administration under paragraph 10 of Schedule B1 to the 1986 Act (or paragraph 11 of Schedule B1 to the 1989 Order) where the administration order was made on an application made before 1st October 2009,
(b)
(b) an administration in respect of which the appointment of an administrator under paragraph 14 or 22 of Schedule B1 to the 1986 Act (or paragraph 15 or 23 of Schedule B1 to the 1989 Order) took effect before 1st October 2009, or
(c)
(c) a voluntary liquidation in respect of which the resolution to wind up was passed before 1st October 2009.
Savings
Saving for unlimited liabilities of directors etc
9. The repeal of the provisions relating to unlimited liability of directors and others, that is—
(a) sections 306 and 307 of the Companies Act 198518and section 75 of the Insolvency Act 1986, or
(b) Articles 314 and 315 of the Companies (Northern Ireland) Order 198619and Article 62 of the Insolvency (Northern Ireland) Order 1989,
does not affect the operation of those provisions in relation to liabilities arising before 1st October 2009 or in connection with the holding of an office to which a person was appointed before that date on the understanding that their liability would be unlimited.
Saving for information obtained or report made under repealed NI provisions
10.—(1) The operation of any provision about the disclosure of information—
(a)
(a) obtained under a repealed NI provision, or
(b)
(b) contained in a report made under a repealed NI provision,
is not affected by the repeal of that provision (or the repeal of the NI provision).
(2) So far as may be necessary for...
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