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This version of this statute is extracted from the UK Statute Law Database (SLD). It is not necessarily in the form in which it was originally enacted but is a revised version, which means that any subsequent amendments to the text and other effects are incorporated with annotations.
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Repeals, etc. consequential on Companies Acts consolidation; continuity of law
Amendments of Enactments Consequential on Consolidation of Companies Acts
An Act to make, in connection with the consolidation of the Companies Acts 1948 to 1983 and other enactments relating to companies, provision for transitional matters and savings, repeals (including the repeal, in accordance with recommendations of the Law Commission, of certain provisions of the Companies Act 1948 which are no longer of practical utility) and consequential amendments of other Acts.
[11th March 1985]
Be it enacted by the Queen’s most Excellent Majesty, by and with the advice and consent of the Lords Spiritual and Temporal, and Commons, in this present Parliament assembled, and by the authority of the same, as follows:—
I1Act not in force at Royal Assent see s.34; Act wholly in force at 1.7.1985
(1)For the purposes of the M1Companies Act 1985 (“the principal Act”) and this Act, an “old public company” is a company limited by shares or by guarantee and having a share capital in respect of which the following conditions are satisfied—
(a)the company either existed on 22nd December 1980 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 section 28 of the M2Companies Act 1948, 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 or become a private company.
(2)References in the principal Act (other than so much of it as is derived from Part I of the M3Companies Act 1980, and other than section 33 (penalty for trading under misleading name)) to a public company or a company other than a private company are to be read as including (unless the context otherwise requires) references to an old public company, and references in that Act to a private company are to be read accordingly.
(1)An old public company may be re-registered as a public company if—
(a)the directors pass a resolution, complying with the following subsection, that it should be so re-registered, and
(b)an application for the purpose in the prescribed form and signed by a director or secretary of the company is delivered to the registrar of companies together with the documents mentioned in subsection (4) below, and
(c)at the time of the resolution, the conditions specified in section 3 below are satisfied.
(2)The resolution must alter the company’s memorandum so that it states that the company is to be a public company and make such other alterations in it as are necessary to bring it in substance and in form into conformity with the requirements of the principal Act with respect to the memorandum of a public company.
(3)A resolution of the directors under this section is subject to section 380 of the principal Act (copy of resolution to be forwarded to registrar of companies within 15 days).
(4)The documents referred to in subsection (1)(b) are—
(a)a printed copy of the memorandum as altered in pursuance of the resolution, and
(b)a statutory declaration in the prescribed form by a director or secretary of the company that the resolution has been passed and that the conditions specified in section 3 of this Act were satisfied at the time of the resolution.
(5)The registrar may accept a declaration under subsection (4)(b) as sufficient evidence that the resolution has been passed and the necessary conditions were satisfied.
(6)Section 47(1) and (3) to (5) of the principal Act apply on an application for re-registration under this section as they apply on an application under section 43 of that Act.
(1)The following are the conditions referred to in section 2(1)(c) (being conditions also relevant under section 4).
(2)At the time concerned, the nominal value of the company’s allotted share capital must not be less than the authorised minimum (defined in section 118 of the principal Act).
(3)In the case of all the shares of the company, or of all those of its shares which are comprised in a portion of the share capital which satisfies the condition in subsection (2)—
(a)each share must be paid up at least as to one-quarter of the nominal value of that share and the whole of any premium on it;
(b)where any of the shares in question or any premium payable on them has been fully or partly paid up by an undertaking given by any person that he or another should do work or perform services for the company or another, the undertaking must have been performed or otherwise discharged; and
(c)where any of the shares in question has been allotted as fully or partly paid up as to its nominal value or any premium payable on it otherwise than in cash, and the consideration for the allotment consists of or includes an undertaking (other than one to which paragraph (b) applies) to the company, then either—
(i)that undertaking must have been either performed or otherwise discharged, or
(ii)there must be a contract between the company and some person pursuant to which the undertaking is to be performed within 5 years from the time of the resolution.
(1)An old public company may pass a special resolution not to be re-registered under section 2 as a public company; and section 54 of the principal Act (litigated objection by shareholders) applies to the resolution as it would apply to a special resolution by a public comp any to be re-registered as private.
(2)If either—
(a)28 days from the passing of the resolution elapse without an application being made under section 54 of the principal Act (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; and the company then becomes a private company by virtue of the issue of the certificate.
(3)For the purposes of subsection (2)(b), proceedings on the application are concluded—
(a)except in a case within the following paragraph, when the period mentioned in section 54(7) of the principal Act (as applied) for delivering an office copy of the court’s order under that section to the registrar of companies has expired, or
(b)when the company has been notified that the application has been withdrawn.
(4)If an old public company delivers to the registrar of companies a statutory declaration in the prescribed form by a director or secretary of the company that the company does not at the time of the declaration satisfy the conditions specified in section 3 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; and the company then becomes a private company by virtue of the issue of the certificate.
(5)A certificate issued to a company under subsection (2) or (4) is conclusive evidence that the requirements of that subsection have been complied with and that the company is a private company.
(1)If at any time a company which is an old public company has not delivered to the registrar of companies a declaration under section 4(4), the company and any officer of it who is in default is guilty of an offence unless at that time the company—
(a)has applied to be re-registered under section 2, and the application has not been refused or withdrawn, or
(b)has passed a special resolution not to be re-registered under that section, and the resolution has not been revoked, and has not been cancelled under section 54 of the principal Act as applied by section 4 above.
(2)A person guilty of an offence under subsection (1) is liable on summary conviction to a fine not exceeding one-fifth of the statutory maximum or, on conviction after continued contravention, to a daily default fine not exceeding one-fiftieth of the statutory maximum for every day on which the subsection is contravened.
(1)The following has effect notwithstanding section 1(2).
(2)References to a public company in sections 146 to 149 of the principal Act (treatment of a company’s shares when acquired by itself) do not include an old public company; and references in those sections to a private company are to be read accordingly.
(3)In the case of a company which after 22nd March 1982 remained an old public company and did not before that date apply to be re-registered under section 8 of the Act of 1980 as a public company, any charge on its own shares which was in existence on or immediately before that date is a permitted charge for the purposes of Chapter V of Part V of the principal Act and accordingly not void under section 150 of that Act.
F1S. 7 repealed by Financial Services Act 1986 (c. 60, SIF 69), s. 212(3), Sch. 17 Pt. I
(1)An old public company is guilty of an offence if it carries on any trade, profession or business under a name which includes, as its last part, the words “public limited company” or “cwmni cyfyngedig cyhoeddus”.
(2)A company guilty of an offence under this section, and any officer of the company who is in default, is liable on summary conviction as for an offence under section 33 of the principal Act.
(1)Subject as follows, sections 99, 101 to 103, 106, 108 and 110 to 115 in Part IV of the principal Act apply to a company whose directors have passed and not revoked a resolution to be re-registered under section 2 of this Act, as those sections apply to a public company.
(2)Sections 99, 101 to 103, 108 and 112 of the principal Act do not apply to the allotment of shares by a company, other than a public company registered as such on its original incorporation, where the contract for the allotment was entered into—
(a)except in a case falling within the following paragraph, on or before 22nd June 1982;
(b)in the case of a company re-registered or registered as a public company in pursuance of—
(i)a resolution to be re-registered under section 43 of the principal Act,
(ii)a resolution to be re-registered under section 2 of this Act, or
(iii)a resolution by a joint stock company that the company be a public company,
being a resolution that was passed on or before 22nd June 1982, before the date on which the resolution was passed.
Section 15 of the principal Act does not apply in the case of companies registered before 1st January 1901.
(1)A company which was incorporated before 12th February 1979 and which has such an official seal as is mentioned in section 40 of the principal Act may use the seal for sealing such securities and documents as are there mentioned, notwithstanding anything in any instrument constituting or regulating the company or in any instrument made before that date which relates to any securities issued by the company.
(2)Any provision of such an instrument which requires any such securities or documents to be signed shall not apply to the securities or documents if they are sealed with that seal.
[F1(3)The foregoing provisions of this section are without prejudice to the right of a company to subscribe such securities and documents in accordance with the Requirements of Writing (Scotland) Act 1995.]
F1S. 11(3) added (S.) (1.8.1995) by 1995 c. 7, ss. 14(1), 15(2), Sch. 4, para. 57 (with ss. 9(3)(5)(7), 13, 14(3))
(1)The relief given by this section (being a replacement of section 39 of the M1Companies Act 1981) applies only where a company has issued shares in circumstances to which this section applies before 4th February 1981.
(2)Subject as follows, this section applies where the issuing company (that is, the company issuing shares as mentioned in section 130 of the principal Act) has issued at a premium shares which were allotted in pursuance of any arrangement providing for the allotment of shares in the issuing company on terms that the consideration for the shares allotted was to be provided by the issue or transfer to the issuing company of shares in another company or by the cancellation of any shares in that other company not held by the issuing company.
(3)The other company in question must either have been at the time of the arrangement a subsidiary of the issuing company or of any company which was then the issuing company’s holding company or have become such a subsidiary on the acquisition or cancellation of its shares in pursuance of the arrangement.
(4)Any part of the premiums on the shares so issued which was not transferred to the company’s share premium account in accordance with section 56 of the Act of 1948 shall be treated as if that section had never applied to those premiums (and may accordingly be disregarded in determining the sum to be included in the company’s share premium account).
(5)Section 133(2) and (3) of the principal Act apply for the interpretation of this section; and for the purposes of this section—
(a)“company” (except in references to the issuing company) includes any body corporate, and
(b)the definition of “arrangement” in section 131(7) of the principal Act applies.
(6)This section is deemed included in Chapter III of Part V of the principal Act for the purpose of the Secretary of State’s power under section 134 of that Act to make regulations in respect of relief from the requirements of section 130 of that Act.
Whereas by section 104 of the M1Companies (Consolidation) Act 1908 it was provided that, upon the re-issue of redeemed debentures, the person entitled to the debentures should have the same rights and priorities as if the debentures had not previously been issued:
And whereas section 45 of the M2Companies Act 1928 amended section 104 of the Act of 1908 so as to provide (among other things) that the said person should have the same priorities as if the debentures had never been redeemed, but saved, in the case of debentures redeemed before, but re-issued after, 1st November 1929, the rights and priorities of persons under mortgages and charges created before that date:
Now, therefore, where any debentures which were redeemed before the date last mentioned have been re-issued after that date and before the commencement of the Act of 1948 (1st July 1948), or are or have been re-issued after that commencement, the reissue of the debentures does not prejudice, and is deemed never to have prejudiced, any right or priority which any person would have had under or by virtue of any such mortgage or charge as above referred to if section 104 of the Act of 1908, as originally enacted, had been enacted in the Act of 1948 instead of section 90 of that Act, and in the principal Act instead of section 194 of that Act.
Section 303(1) of the principal Act does not, in the case of a private company, authorise the removal of a director holding office for life on 18th July 1945, whether or not subject to retirement under an age limit by virtue of the articles or otherwise.
Section 311(1) of the principal Act does not apply to remuneration under a contract which was in force on 18th July 1945 and provides expressly (and not by reference to the articles) for payment of remuneration as mentioned in that subsection; and section 311(2) does not apply to any provision contained in such a contract.
In relation to a winding up commenced before 22nd December 1981, section 577 of the principal Act applies in the form of section 283 of the Act of 1948, without the amendment of that section made by section 105 of the Act of 1981.
Nothing in section 603 of the principal Act affects the practice or powers of the court as existing immediately before 1st November 1929, with respect to the staying of proceedings against a company registered in England and Wales and in course of being wound up.
In relation to a charge created on or before 31st December 1947, section 617(1) of the principal Act has effect with the substitution of “6 months” for “12 months”.
Nothing in section 649 of the principal Act affects the practice or powers of the court as existing immediately before 1st November 1929, with respect to the costs of an application for leave to proceed with an action or proceeding against a company which is being wound up in England and Wales.
F1S. 20 repealed by Banking Act 1987 (c. 22, SIF 10), s. 108(2), Sch. 7 Pt. I
Nothing in this Act affects the priority to which any person may have been entitled under section 319 of the 1948 Act in respect of a debt of any of the descriptions specified in paragarph (a)(ii) of subsection (1) of that section (which included references to profits tax and excess profits tax), or in paragraph (f) or (g) of that subsection (old workmen’s compensation cases).
(1)The provisions of the principal Act with respect to winding up (other than sections 635, 658 and 620 as applied for the purposes of section 620 and subsection (2) below) shall not apply to any company of which the M1winding up commenced before 1st November 1929; but every such company shall be wound up in the same manner and with the same incidents as if the Companies Act 1929, the Act of 1948 and the principal Act (apart from the sections above-mentioned) had not passed; and, for the purposes of the winding up, the Act or Acts under which the winding up commenced shall be deemed to remain in full force.
(2)A copy of every order staying or sisting the proceedings in a winding up commenced as above shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the registrar of companies, who shall enter the order in his records relating to the company.
Where before 3rd December 1981 shares in a company were directed by order of the Secretary of State to be subject to the restrictions imposed by section 174 of the Act of 1948, and the order remains in force at the commencement date, nothing in this Act prevents the continued application of the order with such effect as it had immediately before the repeal of section 174 took effect.
(1)The repeal of section 107 of the 1981 Act (conversion of creditors’ winding up into members’ voluntary winding up, due to circumstances arising in the period April to August 1981) does not affect the enablement for such a conversion by means of a statutory declaration (complying with subsection (2) of the section) delivered to the registrar of companies after the commencement date.
(2)For the purposes of sections 577(4) and 583 of the principal Act (consequences of actual or prospective failure to pay debts in full within the period stated by the directors in the declaration of solvency), the period stated in the declaration in the case of a winding up converted under section 107 is taken to have been 12 months from the commencement of the winding up, unless the contrary is shown.
(1)The following provisions of this section have effect with regard to the M1Industrial and Provident Societies Act 1967 (of which certain provisions were amended by section 10 of the M2Companies (Floating Charges and Receivers) (Scotland) Act 1972).
(2)For section 3 of the Act of 1967 the following shall be substituted—
(1)Subject to the following provisions of this section, the following provisions of the Companies Act 1985 relating to floating charges, namely Chapter I of Part XVIII together with sections 517(2) and 617(3) (which provisions are in this Part referred to as “the relevant provisions”) shall apply to a registered society as they apply to an incorporated company.
(2)Accordingly (subject as aforesaid) the relevant provisions shall, so far as applicable, apply as if—
(a)references to a company or an incorporated company were references to a registered society;
(b)references to the registrar and the registrar of companies were references to the registrar under this Act; and
(c)references, however expressed, to registration of a floating charge, or registration in accordance with Chapter II of Part XII of the Act of 1985, or delivery to or receipt by the registrar of particulars for registration, were references to the delivery to the registrar of any document required by section 4(1) of this Act to be so delivered.
(3)Where, in the case of a registered society, there are in existence—
(a)a floating charge created by the society under the relevant provisions as applied by this section, and
(b)an agricultural charge created by the society under Part II of the Agricultural Credits (Scotland) Act 1929,
and any assets of the society are subject to both charges, sections 463(1)(c) and 464(4)(b) of the Act of 1985 shall have effect for the purpose of determining the ranking with one another of those charges as if the agricultural charge were a floating charge created under the relevant provisions and registered under that Act at the same time as it was registered under Part II of the Act of 1929.
(4)In this section, and in the following provisions of this Part of this Act, “registered society” does not include a registered society whose registered office is situated in England and Wales.
(5)In their application to a registered society, the relevant provisions shall have effect with the following modifications—
(a)in sections 462(2) and 517(2), the references to the Court of Session shall be read as references to any sheriff court;
(b)section 462(5) shall be subject only to such provisions of the Act of 1985 as apply (by virtue of section 55 of the principal Act) to registered societies; and
(c)in section 466, subsections (4) and (5) and the words “subsection (4) of” in subsection (6) shall be omitted.”
(3)Subsections (1) and (2)(a) of section 4 of the Act of 1967 continue in force as amended by paragraph (iv) of section 10 of the M3Companies (Floating Charges and Receivers) (Scotland) Act 1972.
(4)In sections 4 and 5 of the Act of 1967, for the words “Part I of the Act of 1972” there shall be substituted the words “the relevant provisions of the Companies Act 1985”.
Companies Consolidation (Consequential Provisions) Act 1985