Statutory Instruments
COMPANIES
Made
25th July 2007
Coming into force in accordance with article 1(3)
The Secretary of State makes the following Order in exercise of the powers conferred by sections 1292, 1294, 1296 and 1300(2) of the Companies Act 2006(1).
In accordance with sections 1290 and 1294(6) of that Act, a draft of this instrument was laid before Parliament and approved by a resolution of each House of Parliament.
1.—(1) This Order may be cited as the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007.
(2) In this Order—
“the 1985 Act” means the Companies Act 1985(2); and
“the 1986 Order” means the Companies (Northern Ireland) Order 1986(3).
(3) The provisions of this Order come into force as follows—
(a) articles 1, 2, 8, 10 and 11 and Schedules 2, 4 and 5 come into force on 1st October 2007;
(b) article 3 comes into force on 1st November 2007;
(c) article 4 comes into force on 15th December 2007;
(d) article 5 comes into force on 1st October 2008;
(e) other provisions of this Order come into force on the same date as the provisions (or repeals) in relation to which they apply.
2.—(1) The following provisions of the Companies Act 2006 come into force on 1st October 2007—
(a) sections 29 and 30 (resolutions and agreements affecting a company’s constitution);
(b) sections 116 to 119 (inspection of register of members);
(c) sections 145 to 153 (exercise of members’ rights);
(d) in Part 10 (a company’s directors)—
section 154 (companies required to have directors);
section 160 (appointment of directors of public company to be voted on individually);
section 161 (validity of acts of directors);
sections 168 and 169 (removal of directors);
sections 170 to 181 (general duties of directors), except sections 175 to 177 (duty to avoid conflicts of interest, duty not to accept benefits from third parties and duty to declare interest in proposed transaction or arrangement);
sections 188 to 226 (transactions with directors requiring approval of members);
sections 227 to 230 (directors’ service contracts);
section 231 (contract with sole member who is also a director);
sections 232 to 239 (directors’ liabilities);
sections 247 to 259 (supplementary provisions);
(e) sections 260 to 269 (derivative claims and proceedings by members);
(f) in Part 13 (resolutions and meetings)—
sections 281 to 287 (general provisions about resolutions);
sections 288 to 300 (written resolutions);
sections 301 to 307, 310 to 326, 327(1), (2)(a) and (b) and (3), 328, 329, 330(1) to (5), (6)(a) and (b) and (7), 331, 332, 334 and 335 (resolutions at meetings);
sections 336 to 340 (public companies: additional requirements for AGMs);
sections 341 to 354 (additional requirements for quoted companies);
sections 355 to 359 (records of resolutions and meetings);
sections 360 and 361 (supplementary provisions);
(g) section 417 (contents of directors’ report: business review);
(h) sections 485 to 488 (appointment of auditors of private companies);
(i) section 993 (fraudulent trading);
(j) sections 994 to 999 (protection of members against unfair prejudice);
(k) sections 1035 to 1039 and 1124 and Schedule 3 (company investigations: amendments);
(l) sections 1121 to 1123 and 1125 to 1133 (general supplementary provisions relating to offences), as they apply to offences under Part 14 or 15 of the 1985 Act.
(2) Sections 362 to 379 of the Companies Act 2006 (control of political donations and expenditure), with the exception of the provisions specified in article 5 of this Order (which relate to independent election candidates), come into force in Great Britain on 1st October 2007.
(3) The following provisions of the Companies Act 2006 come into force on 1st October 2007 so far as necessary for the purposes of the provisions mentioned in paragraphs (1) and (2)—
(a) section 17 (a company’s constitution);
(b) section 385 (quoted and unquoted companies);
(c) section 540(1) and (4) (shares);
(d) section 545 (companies having a share capital);
(e) section 546 (issued and allotted share capital);
(f) section 548 (equity share capital);
(g) section 629 (classes of shares);
(h) sections 1121, 1122, 1125 and 1127 to 1133 (provisions relating to offences);
(i) section 1158 (meaning of “UK-registered company”);
(j) section 1168 (hard copy and electronic form and related expressions); and
(k) in section 1173 (minor definitions: general), the definitions of “body corporate” (and “corporation”), “firm” and “working day”.
(4) Section 1284 of the Companies Act 2006 (extension of Companies Acts to Northern Ireland) comes into force on 1st October 2007 so far as necessary for the purposes of the provisions mentioned in paragraph (1)(a) to (j).
3.—(1) Sections 362 to 379 of the Companies Act 2006 (control of political donations and expenditure), with the exception of the provisions specified in article 5 of this Order (which relate to independent election candidates), come into force in Northern Ireland on 1st November 2007.
(2) The following provisions of the Companies Act 2006 come into force on 1st November 2007 so far as necessary for the purposes of the provisions mentioned in paragraph (1)—
(a) section 546 (issued and allotted share capital);
(b) section 1158 (meaning of “UK-registered company”);
(c) in section 1173 (minor definitions: general), the definition of “body corporate”; and
(d) section 1284 (extension of Companies Acts to Northern Ireland).
4.—(1) Section 1068 of the Companies Act 2006 (registrar’s requirements as to form, authentication and manner of delivery), other than subsection (5) (which is already wholly in force(4)), comes into force on 15th December 2007 so far as necessary for the purposes of any regulations made before that date in implementation of Directive 2005/56/EC of the European Parliament and of the Council of 26th October 2005 on cross-border mergers of limited liability companies(5).
(2) The following provisions of the Companies Act 2006 come into force on 15th December 2007 so far as necessary for the purposes of the provisions mentioned in paragraph (1)—
(a) section 1168 (hard copy and electronic form and related expressions); and
(b) section 1284 (extension of Companies Acts to Northern Ireland).
5.—(1) The following provisions of the Companies Act 2006 (which have the effect of applying the provisions about control of political donations and expenditure to independent election candidates) come into force on 1st October 2008—
(a) in section 362(a), the words “and to independent election candidates”;
(b) in section 363(2)(a), the words “or an independent election candidate to whom”;
(c) section 363(3);
(d) in section 363(4), the words “or independent election candidate” and “independent candidate”;
(e) section 364(3);
(f) in section 365(1)(a) and (b)(i), the words “or an independent election candidate”;
(g) in section 366(1)(a), the words “or to an independent election candidate”;
(h) in section 367(3)(a), the words “or independent election candidates”;
(i) in section 378(2), the words “or to an independent election candidate”.
(2) Section 1284 of the Companies Act 2006 (extension of Companies Acts to Northern Ireland) comes into force on 1st October 2008 so far as necessary for the purposes of the provisions mentioned in paragraph (1).
6. The provisions brought into force by this Order have effect subject to any transitional adaptations specified in Schedule 1 to this Order.
7. Where an expression in a provision brought into force by this Order (or in an adaptation made by this Order of such a provision)—
(a) is defined in the 1985 Act or the 1986 Order (“the old definition”); and
(b) is defined in the Companies Act 2006 by another provision that is not yet in force for the purposes of the provision brought into force (“the new definition”),
the expression has, for the purposes of the provision brought into force (or the adaptation), the meaning given by the old definition until the new definition is brought into force for the purposes of that provision.
8. Sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006 (repeals) come into force on 1st October 2007 so far as relating to the repeal of the provisions specified in Schedule 2 to this Order.
9. Schedule 3 to this Order contains transitional provisions and savings relating to the provisions (and repeals) brought into force by this Order.
10.—(1) The consequential amendments in Schedule 4 to this Order have effect.
(2) In that Schedule—
Part 1 contains amendments of provisions of the 1985 Act,
Part 2 contains amendments of the 1986 Order, and
Part 3 contains amendments of other enactments and instruments.
(3) The consequential repeals in Schedule 5 to this Order have effect.
11. The following provisions (which make transitional adaptations that are no longer needed as a result of this Order) are revoked—
(a) in Schedule 1 to the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006(6), paragraphs 12(2) and 16;
(b) in Schedule 1 to the Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007(7), paragraph 4.
12.—(1) The amendments and repeals made by this Order do not affect the operation of section 1297 of the Companies Act 2006 (continuity of the law).
(2) Nothing in this Order affects any provision of the 1985 Act or the 1986 Order as applied by the Limited Liability Partnerships Regulations 2001(8) or the Limited Liability Partnerships Regulations (Northern Ireland) 2004(9) to limited liability partnerships.
Stephen Timms
Minister of State for Competitiveness Department for Business, Enterprise
and Regulatory Reform
25th July 2007
and Regulatory Reform
Article 6
1.—(1) Section 17 (a company’s constitution) has effect with the following adaptation.
(2) Make the existing provision subsection (1).
(3) After that subsection insert—
“(2) Unless the context otherwise requires, references in this Act to a company’s articles (including the reference in subsection (1) above) include the company’s memorandum.”.
2.—(1) Section 116 (rights to inspect and require copies of register and index of members’ names) has effect with the following adaptation.
(2) After subsection (1) (right of inspection) insert—
“(1A) The right conferred by subsection (1) is not exercisable when the register is closed under section 358 of the Companies Act 1985 or Article 366 of the Companies (Northern Ireland) Order 1986.”.
3.—(1) Section 145 (effect of provision of articles as to enjoyment or exercise of members’ rights) has effect with the following adaptation.
(2) In subsection (3)(h), for “section 423 (right to be sent a copy of annual accounts and reports)” substitute “section 238 of the Companies Act 1985 or Article 246 of the Companies (Northern Ireland) Order 1986 (persons entitled to receive copies of accounts and reports).”.
4.—(1) Section 146 (traded companies: nomination of persons to enjoy information rights) has effect with the following adaptations.
(2) In subsection (3)(b)(i), for “section 431 or 432 (right to require copies of accounts and reports),” substitute “section 239 of the Companies Act 1985 or Article 247 of the Companies (Northern Ireland) Order 1986 (right to demand copies of accounts and annual reports),”.
(3) For the second sentence of subsection (4) substitute “Section 251 of the Companies Act 1985 or Article 259 of the Companies (Northern Ireland) Order 1986 (summary financial statements) applies to copies of accounts and reports required to be sent out by virtue of this section to a person nominated to enjoy information rights as it applies to copies of accounts and reports required to be sent out to a member of the company in accordance with section 238 of that Act or Article 246 of that Order.”.
5.—(1) Section 153(1) (exercise of rights held on behalf of others: members’ requests) has effect with the following adaptation.
(2) Omit paragraph (d).
6.—(1) Section 170 (scope and nature of general duties) has effect with the following adaptations.
(2) In subsection (1), for “177” substitute “174”.
(3) Omit subsection (2).
(4) In subsection (3) after “The general duties” insert “in sections 171 to 174”.
7.—(1) Section 178 (civil consequences of breach of general duties) has effect with the following adaptation.
(2) In subsection (1), for “177” substitute “174”.
8.—(1) Section 180 (consent, approval or authorisation by members) has effect with the following adaptations.
(2) Omit subsection (1).
(3) In subsection (2), omit the words from “, except that” to the end.
(4) In subsection (4), omit paragraph (b).
9.—(1) Section 181 (modification of provisions in relation to charitable companies) has effect with the following modifications.
(2) Omit subsections (2) and (3).
10.—(1) Section 191 (meaning of “substantial” non-cash asset) has effect with the following adaptations.
(2) In subsection (4)—
(a) for “Part 15” substitute “Part 7 of the Companies Act 1985 or Part 8 of the Companies (Northern Ireland) Order 1986”, and
(b) for “section 424” substitute “section 238A of that Act or Article 246A of that Order”.
11.—(1) Section 205 (exception for expenditure on defending proceedings etc) has effect with the following adaptation.
(2) In subsection (5), for the words from “section 661(3)” to the end substitute—
“section 144(3) or (4) of the Companies Act 1985 or Article 154(3) or (4) of the Companies (Northern Ireland) Order 1986 (acquisition of shares by innocent nominee), or
section 727 of the Companies Act 1985 or Article 675 of the Companies (Northern Ireland) Order 1986 (general power to grant relief in case of honest and reasonable conduct).”.
12.—(1) Section 234 (qualifying third party indemnity provision) has effect with the following adaptation.
(2) In subsection (6), for the words from “section 661(3)” to the end substitute—
“section 144(3) or (4) of the Companies Act 1985 or Article 154(3) or (4) of the Companies (Northern Ireland) Order 1986 (acquisition of shares by innocent nominee), or
section 727 of the Companies Act 1985 or Article 675 of the Companies (Northern Ireland) Order 1986 (general power to grant relief in case of honest and reasonable conduct).”.
13.—(1) Section 288 (written resolutions of private companies) has effect with the following adaptations.
(2) In subsection (2) (resolutions that may not be passed as a written resolution)—
(a) in paragraph (b), for “a resolution under section 510” substitute “a resolution under section 391 of the Companies Act 1985 or Article 399 of the Companies (Northern Ireland) Order 1986”;
(b) after that paragraph add—
“(c) a resolution under section 80A of the Companies Act 1985 or Article 90A of the Companies (Northern Ireland) Order 1986 revoking, varying or renewing the authority of the directors to allot securities.”.
(3) After subsection (5) add—
“(6) A written resolution under any of the provisions of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 mentioned in sections 300A to 300D is not effective unless the procedural requirements specified in those sections are complied with.”.
(4) After section 300 insert—
300A.—(1) This section applies to a written resolution—
(a) under section 95(2) of the Companies Act 1985 or Article 105(2) of the Companies (Northern Ireland) Order 1986 (disapplication of pre-emption rights), or
(b) renewing a resolution under that provision.
(2) The statement required by section 95(5) of that Act or Article 105(5) of that Order (statement by directors to be circulated with notice of meeting) must be sent or submitted to every eligible member at or before the time at which the resolution is sent or submitted to him.
(3) Section 95(6) of that Act or Article 105(6) of that Order (offences) applies in relation to the inclusion in any such statement of matter that is misleading, false or deceptive in a material particular.
300B.—(1) This section applies to a written resolution under section 155(4) or (5) of the Companies Act 1985 or Article 165(4) or (5) of the Companies (Northern Ireland) Order 1986 (financial assistance for purchase of company’s own shares or those of holding company).
(2) The documents referred to in section 157(4)(a) of that Act or Article 167(4)(a) of that Order (documents to be available at meeting) must be sent or submitted to every eligible member at or before the time at which the resolution is sent or submitted to him.
300C.—(1) This section applies to a written resolution—
(a) conferring authority to make an off-market purchase of the company’s own shares under section 164(2) of the Companies Act 1985 or Article 174(2) of the Companies (Northern Ireland) Order 1986,
(b) conferring authority to vary a contract for an off-market purchase of the company’s own shares under section 164(7) of that Act or Article 174(7) of that Order, or
(c) varying, revoking or renewing any such authority under section 164(3) of that Act or Article 174(3) of that Order.
(2) Section 164(5) of that Act or Article 174(5) of that Order (resolution ineffective if passed by exercise of voting rights by member holding shares to which the resolution relates) does not apply.
But for the purposes of section 289 of this Act (eligible members) a member holding shares to which the resolution relates shall not be regarded as a member who would be entitled to vote on the resolution.
(3) The documents referred to in section 164(6) of that Act or Article 174(6) of that Order (documents to be available at company’s registered office and at meeting), and, where that provision applies by virtue of section 164(7) of that Act or Article 174(7) of that Order, the further documents referred to in that provision, must be sent or submitted to every eligible member at or before the time at which the resolution is sent or submitted to him.
(4) Subsections (2) and (3) above also have effect in relation to a written resolution in relation to which the provisions of section 164(3) to (7) of the Companies Act 1985 or Article 174(3) to (7) of the Companies (Northern Ireland) Order 1986 apply by virtue of—
(a) section 165(2) of that Act or Article 175(2) of that Order (authority for contingent purchase contract), or
(b) section 167(2) of that Act or Article 177(2) of that Order (approval for release of rights under contracts approved under section 164 or 165 or Article 174 or 175).
300D.—(1) This section applies to a written resolution giving approval under section 173(2) of the Companies Act 1985 or Article 183(2) of the Companies (Northern Ireland) Order 1986 (redemption or purchase of company’s own shares out of capital).
(2) Section 174(2) of that Act or Article 184(2) of that Order (resolution ineffective if passed by exercise of voting rights by member holding shares to which the resolution relates) does not apply.
But for the purposes of section 289 of this Act (eligible members) a member holding shares to which the resolution relates shall not be regarded as a member who would be entitled to vote on the resolution.
(3) The documents referred to in section 174(4) of that Act or Article 184(4) of that Order (documents to be available at meeting) must be sent or submitted to every eligible member at or before the time at which the resolution is sent or submitted to him.”.
14.—(1) Section 306 (power of court to order meeting) has effect with the following adaptation.
(2) In subsection (1)(b) for “or this Act” substitute “this Act, the Companies Act 1985 or the Companies (Northern Ireland) Order 1986”.
15.—(1) Section 336 (public companies: annual general meeting) has effect with the following adaptations.
(2) In subsection (1), for “6 months” substitute “7 months”.
(3) In subsection (2), for “notice under section 392 (alteration of accounting reference date)” substitute “notice under section 225 of the Companies Act 1985 or Article 233 of the Companies (Northern Ireland) Order 1986 (alteration of accounting reference date)”.
16.—(1) Section 417 (contents of directors’ report: business review) has effect with the following adaptations.
(2) For subsection (1) substitute—
“(1) Unless the company is entitled to small companies exemption in relation to the directors’ report, the report must contain a business review.
(1A) A company is entitled to small companies exemption in relation to the directors’ report for a financial year if it—
(a) qualifies as small in relation to that year under Part 7 of the Companies Act 1985 or Part 8 of the Companies (Northern Ireland) Order 1986, and
(b) is not, and was not at any time within that year, an ineligible company as defined in section 247A(1B) of that Act or Article 255A(1B) of that Order.”.
(3) For subsection (7) substitute—
“(7) Where a company—
(a) qualifies as medium-sized in relation to a financial year under Part 7 of the Companies Act 1985 or Part 8 of the Companies (Northern Ireland) Order 1986, and
(b) is not, and was not at any time within that year, an ineligible company as defined in section 247A(1B) of that Act or Article255A(1B) of that Order,
the directors’ report for the year need not comply with the requirements of subsection (6) so far as they relate to non-financial information.”.
17.—(1) Section 485 (appointment of auditors of private companies: general) has effect with the following adaptations.
(2) For paragraph (a) of subsection (2) substitute—
“(a) the end of the period allowed for delivering accounts and reports under section 244 of the Companies Act 1985 or Article 252 of the Companies (Northern Ireland) Order 1986, or”.
(3) In paragraph (b) of subsection (2), for “section 423” substitute “section 238 of the Companies Act 1985 or Article 246 of the Companies (Northern Ireland) Order 1986”.
18.—(1) Section 487 (term of office of auditors of private company) has effect with the following adaptation.
(2) In subsection (3) for “the provisions of this Part” substitute “the provisions of Chapter 5 of Part 11 of the Companies Act 1985 or Chapter 5 of Part 12 of the Companies (Northern Ireland) Order 1986”.
19.—(1) Section 994(3) (meaning of “company”) has effect with the following adaptation.
(2) For paragraph (a) substitute—
“(a) a company within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986;”.
20.—(1) Schedule 3 (amendments of remaining provisions of the 1985 Act relating to offences) has effect with the following adaptations.
(2) Omit the words “or Northern Ireland” in the following provisions inserted in the 1985 Act—
(a) in the provision inserted by paragraph 1(2) as section 444(4)(b)(ii);
(b) in the provision inserted by paragraph 3(3) as section 449(6A)(b)(ii);
(c) in the provision inserted by paragraph 4(1) as section 450(3)(b)(ii);
(d) in the provision inserted by paragraph 5(1) as section 451(2)(b)(ii).
21.—(1) Section 1158 (meaning of “UK-registered company”) has effect with the following adaptations.
(2) For “a company registered under this Act” substitute “a company within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 or a company registered under section 680 of that Act or Article 629 of that Order.”.
(3) For “an overseas company that has registered particulars under section 1046” substitute “an oversea company within the meaning of that Act or a Part 23 company within the meaning of that Order”.
Article 8
| Short title and chapter | Extent of repeal brought into force |
|---|---|
| Companies Act 1985 (c.6) | Section 125(6). |
| Section 234(1)(a). | |
| Section 234ZZB. | |
| Section 241, as it applies to private companies. | |
| In section 246(4)(a), the words “and 234ZZB (directors’ report: business review)”. | |
| Section 246A(2A). | |
| Sections 252 and 253. | |
| Section 282. | |
| Section 285. | |
| Section 292. | |
| Sections 303 and 304. | |
| Sections 309 to 309C. | |
| Sections 312 to 316. | |
| Sections 318 to 322. | |
| Section 322B. | |
| Sections 330 to 347. | |
| Sections 347A to 347K. | |
| Section 356. | |
In section 357— (a) the words “section 356 (inspection)”; and (b) the words from “and the power of the court” to the end. |
|
| Sections 366 to 379. | |
| Section 379A(1)(b) to (e). | |
| Section 380(1) and (4) to (5). | |
| Sections 381 to 383. | |
| Sections 384 and 385, as they apply to private companies. | |
| Sections 385A and 386. | |
| Sections 387 to 388A, as they apply to private companies. | |
| Section 393. | |
In section 437— (a) in subsection (1), the second sentence; and (b) subsections (1B) and (1C). |
|
| Section 442(2). | |
| Section 446. | |
| In section 448(7), the words from “and liable to a fine.” to the end. | |
| Section 449(7). | |
| Section 450(4). | |
| Section 451(3). | |
| Section 453(1A)(d) and the word “and” preceding it. | |
| Section 453A(6). | |
| Sections 458 to 461. | |
Section 719. Section 730(5). Section 734(1). |
|
| Section 741. | |
| Part 1 of Schedule 13. | |
| Schedule 15A. | |
In Schedule 24, the entries relating to— (a) sections 210(3), 211(10), 214(5), 215(8), 216(3), 217(7), 218(3) and 219(3), (b) section 241(2), as it applies to private companies, (c) sections 314(3), 318(8), 322B(4), 323(2), 324(7), 326(2), (3), (4) and (5), 328(6), 329(3), 342(1), (2) and (3), 343(8), 356(5), 366(4), 367(3) and (5), 372(4) and (6), 376(7), 380(5), 381B(2), 382(5), 382B(2) and 383(4), (d) section 387(2), as it applies to private companies, and (e) sections 429(6), 430A(6), 444(3), 448(7), 449(6), 450, 451, 453A(5), 455(1) and (2), 458, 461(5) and 720(4). |
|
| Insolvency Act 1986 (c.45) | In Schedule 13, in Part 1, the entries relating to the following provisions of the Companies Act 1985— (a) section 380(4), and (b) section 461(6). |
| Water Act 1989 (c.15) | In Schedule 25, paragraph 71(3). |
| Companies Act 1989 (c.40) | Section 16. Section 113. Section 114(1). Section 115(2) and (3). Section 138. Section 143(8) and (9). In Schedule 10, paragraph 10. In Schedule 18, paragraphs 34 to 36. In Schedule 19, paragraphs 8, 9, and 17. |
| Political Parties, Elections and Referendums Act 2000 (c.41) | Section 139(1). Schedule 19. In Schedule 23, paragraph 12. |
| Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27) | Section 19(1). Section 20. In Schedule 2, paragraphs 7 to 9, 22 and 23. |
| Civil Partnership Act 2004 (c.33) | In Schedule 27, paragraph 102. |
| Short title and chapter | Extent of repeal brought into force |
|---|---|
| Companies (Northern Ireland) Order 1986 (N.I. 6) | Article 9. Article 135(6). |
| In Article 242(1) the words from “and containing the business review” to the end. | |
| Article 242ZZB. | |
| Article 249, as it applies to private companies. | |
| In Article 254(4)(a), the words “and 242ZZB (directors’ report: business review)”. | |
| Article 254A(2A). | |
| Articles 260 and 261. | |
| Article 290. | |
| Article 293. | |
| Article 300. | |
| Articles 311 and 312. | |
| Article 317. | |
| Article 318, as it applies to directors. | |
| Articles 320 to 324. | |
| Articles 326 to 330. | |
| Article 330B. | |
| Articles 338 to 355. | |
| Article 364. | |
In Article 365— (a) the words “Article 364 (inspection)”; and (b) the words from “and the power of the court” to the end. |
|
| Articles 374 to 387. | |
| Article 387A(1)(b) to (e). | |
| Article 388(1) and (4) to (5). | |
| Articles 389 to 391. | |
| Articles 392 and 393, as they apply to private companies. | |
| Articles 393A and 394. | |
| Articles 395 to 396A, as they apply to private companies. | |
| Article 401. | |
| Articles 451 to 454. | |
| Article 668. | |
| Part 1 of Schedule 13. | |
| Schedule 15A. | |
In Schedule 23, the entries relating to— (a) Articles 218(3), 219(10), 222(5), 223(8), 224(3), 225(7), 226(3), 227(3), (b) Article 249(2), as it applies to private companies, (c) Articles 322(3), 326(8), 330B(4), 331(2), 332(7), 334(2), (3), (4) and (5), 336(6), 337(3), 350(1), (2) and (3), 351(8), 364(5), 374(4), 375(3) and (5), 380(4) and (6), 384(7), 388(5), 389B(2), 390(5), 390B(2) and 391(4), (d) Article 395(2), as it applies to private companies, and (e) Articles 422(6), 423A(6), 451, 454(5) and 669(4). |
|
| Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5)) | Article 18. |
| Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10)) | Article 48. Article 49(1). |
| Article 50(2) and (3). | |
| Article 73. | |
| In Schedule 3, paragraphs 14 to 16. | |
| In Schedule 5, paragraph 11. | |
| Companies (Audit, Investigations and Community Enterprises) (Northern Ireland) Order 2005 (S.I. 2005/1967 (N.I. 17)) | Article 19. |
Article 9
1.—(1) Sections 29 and 30 of the Companies Act 2006 (resolutions and agreements affecting a company’s constitution) apply to resolutions passed and agreements made on or after 1st October 2007.
(2) The provisions of section 380(1) and (5) of the 1985 Act or Article 388(1) and (5) of the 1986 Order continue to apply in relation to resolutions passed and agreements made, but not forwarded to the registrar, before that date.
This does not affect the operation of section 1297 of the Companies Act 2006 (continuity of the law) in relation to things done under those provisions.
2.—(1) Sections 116 to 119 of the Companies Act 2006 (inspection of register of members) apply where—
(a) the request is made on or after 1st October 2007, and
(b) the company is not obliged to deliver an annual return under section 363 of the 1985 Act or Article 371 of the 1986 Order made up to a date before 1st October 2008.
(2) Sections 356 and 357 of the 1985 Act or Articles 364 and 365 of the 1986 Order continue to apply to requests made before 1st October 2007 or after that date to a company that is so obliged.
3.—(1) Section 145 of the Companies Act 2006 (effect of provisions of articles as to enjoyment or exercise of members’ rights) applies in relation to things required or authorised to be done as mentioned in subsection (2) of that section on or after 1st October 2007.
(2) Nominations under section 146 of that Act (traded companies: nomination of persons to enjoy information rights) may be made at any time on or after 1st October 2007.
A company is not required to act on a nomination before 1st January 2008; but if it does so, sections 147 to 150 apply.
(3) Section 152 of that Act (exercise of rights where shares held on behalf of others: exercise in different ways) applies in relation to the exercise of rights on or after 1st October 2007.
(4) A request may be made under section 153 of that Act (exercise of rights where shares held on behalf of others: members’ requests) at any time on or after 1st October 2007.
4.—(1) Section 161 of the Companies Act 2006 (validity of acts of directors) applies to acts done on or after 1st October 2007.
(2) Section 285 of the 1985 Act (validity of acts of director or manager) or Article 293 of the 1986 Order (validity of acts of director) continues to apply to acts done before that date.
5.—(1) Section 169(5) of the Companies Act 2006 (circumstances in which representations need not be sent out or read out at the meeting) applies where the representations are received by the company on or after 1st October 2007.
(2) Section 304(4) of the 1985 Act or Article 312(4) of the 1986 Order continues to apply where the representations are received by the company before that date.
6.—(1) Sections 188 and 189 of the Companies Act 2006 (directors’ long-term service contracts: requirement of members’ approval) apply to agreements made on or after 1st October 2007.
(2) A resolution passed before that date approving the provision made by such an agreement is effective for the purposes of those sections if it complies with the requirements of those sections.
(3) Section 188(4) (addition of unexpired period of earlier contract in determining guaranteed period under new contract) applies whether the original contract (within the meaning of that provision) was entered into before or after that date.
(4) Section 319 of the 1985 Act or Article 327 of the 1986 Order continues to apply to agreements made before that date.
7.—(1) Sections 190 to 196 of the Companies Act 2006 (substantial property transactions: requirement of members’ approval) apply to arrangements or transactions entered into on or after 1st October 2007.
(2) A resolution passed before that date approving an arrangement or transaction is effective for the purposes of those sections if it complies with the requirements of those sections.
(3) Sections 320 to 322 of the 1985 Act or Articles 328 to 330 of the 1986 Order continue to apply in relation to arrangements or transactions entered into before that date.
8.—(1) Sections 197 to 214 of the Companies Act 2006 (loans, quasi-loans and credit transactions: requirement of members’ approval) apply to transactions or arrangements entered into on or after 1st October 2007.
(2) A resolution passed before that date approving a transaction or arrangement is effective for the purposes of those sections if it complies with the requirements of those sections.
(3) Sections 330 to 342 of the 1985 Act or Articles 338 to 350 of the 1986 Order continue to apply in relation to a contravention occurring before that date.
9. Approval is not required under section 197, 198, 200 or 201 of the Companies Act 2006 (requirement of members’ approval for loans etc) for anything done by a company in pursuance of an agreement entered into before 1st October 2007 that, by virtue of section 337A of the 1985 Act or Article 345A of the 1986 Order (funding of director’s expenditure on defending proceedings), would not have required approval if done before that date.
10.—(1) This paragraph applies where before 1st October 2007 a company has done anything—
(a) pursuant to section 337(1) or (2) of the 1985 Act or Article 345(1) or (2) of the 1986 Order (funding of director’s expenditure on duty to company), and
(b) on the condition mentioned in section 337(3)(b) of that Act or Article 345(3)(b) of that Order (condition requiring repayment of loan etc if approval of company in general meeting not given within six months).
(2) If that condition has not been satisfied before that date, it continues to apply notwithstanding the repeal of that section or that Article, but subject as follows.
(3) In the case of a private company that by reason of the repeal of section 366 of the 1985 Act or Article 374 of the 1986 Order with effect from that date ceases to be required to hold an annual general meeting, the condition shall be read as if it provided—
(a) that the approval of the company is required on or before the last date on which the company would have been required to hold an annual general meeting but for the repeal, and
(b) that the loan is to be repaid within six months from that date if such approval is not forthcoming.
11.—(1) This paragraph applies where before 1st October 2007 a company has done anything—
(a) pursuant to section 337A(1) or (3) of the 1985 Act or Article 345A(1) or (3) of the 1986 Order (funding of director’s expenditure on defending proceedings), and
(b) on the terms mentioned in section 337A(4) of that Act or Article 345A(4) of that Order (terms requiring repayment of loan etc if defendant convicted, has judgment given against him or refused relief).
(2) If immediately before that date—
(a) it is not yet known whether repayment will be required, or
(b) repayment is required but had not been made,
those terms continue to apply notwithstanding the repeal of that section or that Article.
12.—(1) Sections 215 to 222 of the Companies Act 2006 (payments for loss of office: requirement of members’ approval) apply in relation to any such loss of office or employment as is mentioned in section 215(1)(a) or (b), or any such retirement as is mentioned in section 215(1)(c) or (d), occurring on or after 1st October 2007.
(2) A resolution passed before that date approving a payment is effective for the purposes of those sections if it complies with the requirements of those sections.
(3) Sections 312 to 316 of the 1985 Act or Articles 320 to 324 of the 1986 Order continue to apply in relation to loss of office or retirement within the meaning of those provisions occurring before that date.
(4) For the purposes of this paragraph loss of office or retirement is regarded as occurring—
(a) in the case of a directorship, when the person ceases to be a director;
(b) in the case of any other office, when the person ceases to hold that office;
(c) in the case of employment, when the employment comes to an end.
13.—(1) Sections 228 to 230 of the Companies Act 2006 (directors’ service contracts) apply to—
(a) contracts within section 227(1) of that Act entered into on or after 1st October 2007,
(b) appointments within section 227(2) of that Act made on or after that date, and
(c) contracts to which section 318(1) of the 1985 Act or Article 326(1) of the 1986 Order applied immediately before that date.
(2) Until regulations under section 1136 of the Companies Act 2006 are made specifying a place for the purposes of section 228(2)(b), the copies and memoranda referred to in section 228 may be kept by a company—
(a) at any place where its register of members is kept, or
(b) at its principal place of business,
provided that place is situated in the part of the United Kingdom in which the company is registered.
(3) Until section 1068(1) of the Companies Act 2006 comes into force the notice referred to in section 228(4) must be given on the form prescribed for the purposes of section 318(4) of the 1985 Act or Article 326(4) of the 1986 Order.
(4) The provisions of section 318 of the 1985 Act or Article 326 of the 1986 Order continue to apply in relation to—
(a) any default before 1st October 2007 in complying with section 318(1) or (5) or Article 326(1) or (5);
(b) any request for inspection under section 318(7) or Article 326(7) made before that date;
(c) any duty to give notice under section 318(4) or Article 326(4) arising before that date.
14.—(1) Section 231 of the Companies Act 2006 (contracts with sole member who is a director) applies to contracts entered into on or after 1st October 2007.
(2) Section 322B of the 1985 Act or Article 330B of the 1986 Order continues to apply to contracts entered into before that date.
15.—(1) Sections 232 to 236 of the Companies Act 2006 (restrictions on provision protecting directors from liability) apply to any provision made on or after 1st October 2007.
(2) Sections 309A, 309B and 309C(1) to (3) and (6) of the 1985 Act or Article 318 of the 1986 Order (so far as it relates to directors) continue to apply in relation to any provision to which they applied immediately before that date.
16.—(1) Sections 237 and 238 of the Companies Act 2006 (copies of qualifying indemnity provision to be available for inspection etc) apply to—
(a) qualifying indemnity provision within the meaning of section 237 made on or after 1st October 2007, and
(b) qualifying third party indemnity provision within the meaning of section 309B(1) of the 1985 Act to which section 309C(4) and (5) of that Act applied immediately before that date.
(2) Until regulations under section 1136 of the Companies Act 2006 are made specifying a place for the purposes of section 237(3)(b), the copies and memoranda referred to in section 237 may be kept by a company—
(a) at any place where its register of members is kept, or
(b) at its principal place of business,
provided that place is situated in the part of the United Kingdom in which the company is registered.
(3) Until section 1068(1) of the Companies Act 2006 comes into force the notice referred to in section 237(5) must be given on the form prescribed for the purposes of section 318(4) of the 1985 Act or Article 326(4) of the 1986 Order.
(4) The provisions of section 318 of the 1985 Act, as applied by section 309C(4) and (5), continue to apply in relation to—
(a) any default before 1st October 2007 in complying with section 318(1) or (5), as so applied;
(b) any request for inspection under section 318(7), as so applied, made before that date;
(c) any duty to give notice under section 318(4), as so applied, arising before that date.
17.—(1) Section 239 of the Companies Act 2006 (ratification of acts of directors giving rise to liability) applies to conduct by a director on or after 1st October 2007.
(2) Conduct by a director before that date is subject to the law relating to ratification that applied immediately before that date.
18.—(1) Section 247 of the Companies Act 2006 (power to make provision for employees on cessation or transfer of business) applies to provision made on or after 1st October 2007 (subject to sub-paragraph (2)(b)).
(2) Section 719 of the 1985 Act or Article 668 of the 1986 Order continues to apply—
(a) to provision made before that date, and
(b) to anything sanctioned in accordance with subsection (3) of that section or paragraph (3) of that Article before that date.
19.—(1) Sections 248 and 249 of the Companies Act 2006 (records of meetings of directors) apply to meetings held on or after 1st October 2007.
(2) Section 382 of the 1985 Act or Article 390 of the 1986 Order continues to apply to meetings of directors held before that date.
20.—(1) On and after 1st October 2007 sections 260 to 264 of the Companies Act 2006 (derivative claims in England and Wales or Northern Ireland) apply to all derivative claims, subject to the following provisions.
(2) Those sections do not apply, and the law in force immediately before 1st October 2007 continues to apply, where the claimant (in Northern Ireland, the plaintiff) has applied for permission (in Northern Ireland, leave) to continue the claim before that date.
(3) If, or to the extent that, the claim arises from acts or omissions that occurred before 1st October 2007, the court must exercise its powers under those sections so as to secure that the claim is allowed to proceed as a derivative claim only if, or to the extent that, it would have been allowed to proceed as a derivative claim under the law in force immediately before that date.
21.—(1) This paragraph applies where an application is made under section 266 or 267 (derivative proceedings in Scotland).
(2) If the cause of action arises, wholly or to any extent, from an act or omission that occurred before 1st October 2007, the court shall exercise its powers under those sections so as to secure that the proceedings in respect of that act or omission are allowed to proceed as derivative proceedings only to the extent that they could have been pursued by the applicant under the law in force immediately before that date.
22.—(1) Sections 281 to 287 of the Companies Act 2006 (general provisions about resolutions), apply—
(a) to written resolutions to which sections 288 to 300 of that Act apply (see paragraph 24);
(b) to resolutions (other than written resolutions)—
(i) of which notice is given on or after 1st October 2007, or
(ii) that are proposed at a meeting of which notice is given on or after 1st October 2007, other than a meeting convened in pursuance of a requisition made under section 368 or 376 of the 1985 Act or Article 376 or 384 of the 1986 Order made before that date.
(2) The provisions of the 1985 Act or 1986 Order continue to apply to resolutions (other than written resolutions)—
(a) of which notice is given before 1st October 2007, or
(b) that are proposed at a meeting—
(i) of which notice was given before 1st October 2007, or
(ii) that is convened in pursuance of a requisition under section 368 or 376 of the 1985 Act or Article 376 or 384 of the 1986 Order made before that date.
(3) The provisions referred to in sub-paragraph (2) include—
section 370(6) of the 1985 Act or Article 378(6) of the 1986 Order (voting entitlement of members); and
section 378 of the 1985 Act or Article 386 of the 1986 Order (extraordinary and special resolutions).
(4) Where notice of a meeting is given over more than one day, it is treated for the purposes of this paragraph as given on the first of those days.
(5) Where copies of a requisition are deposited on more than one day, the references in this paragraph to the day on which the requisition is made shall be read as references to the first day on which the copies deposited are sufficient to require the company to act.
23. Any reference to an extraordinary resolution in a provision—
(a) of a company’s memorandum or articles, or
(b) of a contract,
continues to have effect and shall continue to be construed in accordance with section 378 of the 1985 Act or Article 386 of the 1986 Order as if that section or Article had not been repealed.
24.—(1) Sections 288 to 300 of the Companies Act 2006 (written resolutions) apply to resolutions for which the circulation date (see section 290) is on or after 1st October 2007.
(2) Section 381A to 381C of, and Schedule 15A to, the 1985 Act or Article 389A to 389C of, and Schedule 15A to, the 1986 Order continue to apply to resolutions sent or circulated to any relevant member before that date.
A “relevant member” means one whose signature is required by section 381A(1) or Article 389A(1).
25.—(1) Sections 303 to 305 of the Companies Act 2006 (meetings required by members) apply to requests made on or after 1st October 2007.
(2) Section 368 of the 1985 Act or Article 376 of the 1986 Order continues to apply to requisitions made before that date.
(3) Where requests are made or copies of a requisition are deposited on more than one day, the references in this paragraph to the day on which the request or requisition is made shall be read as references to the first day on which the requests made or copies deposited are sufficient to require the company to act.
26.—(1) Sections 307, 310 and 311 of the Companies Act 2006 (notice of meetings) apply in relation to meetings of which notice is given on or after 1st October 2007.
(2) The provisions of the 1985 Act or the 1986 Order continue to apply in relation to a meeting of which notice was given before that date.
(3) The provisions referred to in sub-paragraph (2) include sections 369 and 370(2) of the 1985 Act or Articles 377 and 378(2) of the 1986 Order.
(4) Where notice of a meeting is given over more than one day, it is treated for the purposes of this paragraph as given on the first of those days.
27.—(1) Section 312 of the Companies Act 2006 (special notice) applies in relation to resolutions for which special notice is required where notice of the intention to move the resolution is given to the company on or after 1st October 2007.
(2) Section 379 of the 1985 Act or Article 387 of the 1986 Order continues to apply to resolutions for which special notice is required where notice of the intention to move the resolution is given to the company before that date.
28.—(1) Section 313 of the Companies Act 2006 (accidental failure to give notice of resolution or meeting) applies to resolutions or meetings of which notice is given on or after 1st October 2007.
(2) The reference in sub-paragraph (1) to cases in which notice is given on or after 1st October 2007 includes cases in which notice would be regarded as so given if section 313 applied.
29.—(1) Sections 314 to 317 of the Companies Act 2006 (circulation of members’ statements) apply to requests made on or after 1st October 2007.
(2) Sections 376 and 377 of the 1985 Act or Articles 384 and 385 of the 1986 Order continue to apply in relation to requisitions made before that date.
(3) So long as such a requisition made to a private company under section 376(1)(b) or Article 384(1)(b) is not complied with, section 366 of the 1985 Act or Article 374 of the 1986 Order (duty to hold annual general meeting) continues to apply in relation to the company.
This does not apply if the company is not required to comply with the requisition (see section 377 of the 1985 Act or Article 385 of the 1986 Order).
(4) Where requests are made or copies of a requisition are deposited on more than one day, the references in this paragraph to the day on which the request or requisition is made shall be read as references to the first day on which the requests made or copies deposited are sufficient to require the company to act.
30.—(1) Sections 318 to 323 of the Companies Act 2006 (procedure at meetings) and sections 324 to 331 (proxies) apply to meetings of which notice is given on or after 1st October 2007.
(2) The provisions of the 1985 Act or the 1986 Order continue to apply to meetings of which notice was given before that date.
(3) The provisions referred to in sub-paragraph (2) include sections 370, 370A, 372 to 375 and 378(4) of the 1985 Act or Articles 378, 378A, 380 to 383 and 386(4) of the 1986 Order.
(4) Where notice of a meeting is given over more than one day, it is treated for the purposes of this paragraph as given on the first of those days.
31.—(1) Sections 334 and 335 of the Companies Act 2006 (application of provisions of Chapter 3 to class meetings) apply to requests and meetings in relation to which the provisions applied by those sections have effect.
(2) Section 125(6) of the 1985 Act or Article 135(6) of the 1986 Order continues to apply to meetings of which notice is given before 1st October 2007.
(3) Where notice of a meeting is given over more than one day, it is treated for the purposes of sub-paragraph (2) as given on the first of those days.
32.—(1) The repeal of section 366 of the 1985 Act or Article 374 of the 1986 Order (duty to hold annual general meeting) does not affect any provision of a private company’s memorandum or articles that expressly requires the company to hold an annual general meeting.
(2) Any such provision continues to have such effect as it had immediately before 1st October 2007.
(3) Provision specifying that one or more directors are to retire at an annual general meeting of the company is not provision expressly requiring the company to hold an annual general meeting.
33. The repeal of section 367 of the 1985 Act (default power of Secretary of State to call AGM) has effect in relation to a private company as from 1st October 2007, even if an application under that section has been made, or the Secretary of State has called or directed the calling of a meeting under that section, before that date.
34.—(1) The repeal of sections 376 and 377 of the 1985 Act or Articles 384 and 385 of the 1986 Order does not affect their application in relation to a requisition under section 376(1)(a) or Article 384(1)(a) made to a private company before 1st October 2007.
(2) So long as such a requisition has not been complied with, section 366 of the 1985 Act or Article 374 of the 1986 Order (duty to hold annual general meeting) continues to apply in relation to the company.
This does not apply if the company is not required to comply with the requisition (see section 377 of the 1985 Act or Article 385 of the 1986 Order).
(3) Where copies of the requisition are deposited on more than one day, the reference in sub-paragraph (1) to the day on which the request or requisition is made shall be read as a reference to the first day on which the copies deposited are sufficient to require the company to act.
35.—(1) In the case of an existing public company—
(a) section 366 of the 1985 Act or section 374 of the 1986 Order (duty to hold annual general meeting) continues to apply to determine the date by which the company must hold its first annual general meeting after 30th September 2007, and
(b) section 336 of the Companies Act 2006 (public companies: annual general meeting) applies in relation to subsequent annual general meetings.
(2) An “existing public company” means a company formed and registered before 1st October 2007 that is a public company immediately before that date.
36. The repeal of section 367 of the 1985 Act (default power of Secretary of State to call AGM) does not affect the operation of that section in relation to a public company where an application under that section was made before 1st October 2007.
37.—(1) Section 337 of the Companies Act 2006 (public companies: notice of AGM) applies to meetings of which notice is given on or after 1st October 2007.
(2) Section 369 of the 1985 Act or Article 377 of the 1986 Order continues to apply in relation to meetings of which notice is given before that date.
(3) Where notice of a meeting is given over more than one day, it is treated for the purposes of this paragraph as given on the first of those days.
38.—(1) Sections 338 to 340 of the Companies Act 2006 (public companies: members’ power to require circulation of resolutions for AGMs) apply to requests made on or after 1st October 2007.
(2) Sections 376 and 377 of the 1985 Act or Articles 384 and 385 of the 1986 Order continue to apply to requisitions made to a public company before that date.
(3) Where requests are made or copies of a requisition are deposited on more than one day, the references in this paragraph to the day on which the request or requisition is made shall be read as references to the first day on which the requests made or copies deposited are sufficient to require the company to act.
39.—(1) Sections 342 to 354 of the Companies Act 2006 apply to polls taken at meetings of which notice was given on or after 1st October 2007.
(2) Where notice of a meeting is given over more than one day, it is treated for the purposes of this paragraph as given on the first of those days.
40.—(1) Sections 355 to 359 of the Companies Act 2006 (records of resolutions and meetings) apply to resolutions passed, meetings held or decisions taken on or after 1st October 2007.
(2) Sections 382, 382A, 382B and 383 of the 1985 Act or Articles 390, 390A, 390B and 391 of the 1986 Order continue to apply to resolutions passed, meetings held or decisions taken before that date.
41.—(1) Sections 362 to 379 of the Companies Act 2006 (political donations and expenditure) apply to donations made or expenditure incurred on or after 1st October 2007.
Section 379(2) of that Act applies as to the time when a donation is regarded as made or expenditure as incurred, including where it is made or incurred in pursuance of a contract entered into before that date.
(2) Part 10A of the 1985 Act continues to apply to donations or expenditure in relation to which the relevant time, as defined in section 347A(10) of that Act, is before that date.
(3) The repeal of that Part does not affect paragraph 3(4) of Schedule 7 to the 1985 Act (matters to be dealt with in directors’ report: expressions to have same meaning as in Part 10A).
42. An approval resolution passed in accordance with section 347C of the 1985 Act before 1st October 2007 is treated as complying with the requirements of section 367 of the Companies Act 2006 (form of authorising resolution) although it does not comply with the requirements of that section as to the heads under which donations and expenditure are to be stated.
43.—(1) Section 417 of the Companies Act 2006 (contents of directors’ report: business review) applies to directors’ reports for financial years beginning on or after 1st October 2007.
(2) Sections 234(1)(a), 234ZZB, 246(4)(a) and 246A(2A) of the 1985 Act or Articles 242(1), 242ZZB, 254(4)(a) and 254A(2A) of the 1986 Order continue to apply to directors’ reports for financial years beginning before that date.
44.—(1) Sections 485 to 488 of the Companies Act 2006 (appointment of auditors of private companies) apply in relation to appointments for financial years beginning on or after 1st October 2007.
(2) Sections 384 to 388A of the 1985 Act or Articles 392 to 396A of the 1986 Order continue to apply in relation to appointments for financial years beginning before that date.
(3) Where—
(a) a private company has elected under section 386 of the 1985 Act or Article 394 of the 1986 Order to dispense with the annual appointment of auditors, and
(b) the election is in force immediately before 1st October 2007,
section 487(2)(a) of the Companies Act 2006 (no deemed reappointment of auditors appointed by directors) does not prevent the deemed reappointment under that subsection of auditors first appointed before 1st October 2007.
45.—(1) This paragraph applies where immediately before 1st October 2007 a resolution of a private company under section 390A of the 1985 Act or Article 398A of the 1986 Order (remuneration of auditors) was in force and was expressed (in whatever terms) to continue to have effect so long as a resolution under section 386 of that Act or Article 394 of that Order (election to dispense with annual appointment of auditors) continued in force.
(2) The repeal of section 386 of the 1985 Act or Article 394 of the 1986 Order does not affect the continued operation of the resolution, which shall continue to have effect until—
(a) it is revoked or superseded by a further resolution,
(b) the auditors to which it applies cease to hold office, or
(c) it otherwise ceases to have effect in accordance with its terms.
46.—(1) Section 458 of the 1985 Act or Article 451 of the 1986 Order (offences of fraudulent trading) continues to apply to offences completed before 1st October 2007.
(2) Where, in the case of an offence—
(a) a relevant event occurs before 1st October 2007, and
(b) another relevant event occurs on or after 1st October 2007,
the offence must be charged under section 993 of the Companies Act 2006 (and not under section 458 of the 1985 Act or Article 451 of the 1986 Order).
(3) If in the case of any such offence a relevant event occurred before 15th January 2007(10) section 993(3)(a) applies with the substitution of “seven years” for “ten years”.
(4) “Relevant event” means an act, omission or other event (including any result of one or more acts or omissions) proof of which is required for conviction of the offence.
47. Section 999 of the Companies Act 2006 (provisions applying where court order alters a company’s constitution) does not apply (by virtue of section 1297 of that Act) to an order of the court made before 1st October 2007.
48. Sec