Office of Public Sector Information
SCHEDULE 4 continued PART 3 continued
103. In section 7 of the Horserace Betting and Olympic Lottery Act 2004 (shadow directors), for “the Companies Act 1985” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.
104. In section 34(3)(c) of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (power to apply provisions of 1985 Act or 1986 Order relating to directors’ reports), for “the 1985 Act or the 1986 Order” substitute “the 1985 Act, the 1986 Order or the Companies Act 2006”.
105.—(1) Section 37 of that Act (requirements for company to become a community interest company) is amended as follows.
(2) In subsection (1)(b) for “the 1985 Act or the 1986 Order” substitute “the Companies Act 2006”.
(3) For subsection (2) substitute—
“(2) Section 30 of the Companies Act 2006 (copies of resolutions to be forwarded to the registrar of companies) must be complied with in relation to each of the special resolutions at the same time.”.
(4) In subsection (3)(b) for “section 380(1) of the 1985 Act or Article 388(1) of the 1986 Order” substitute “section 30(1) of the Companies Act 2006”.
106. In section 43(3) of that Act (auditor’s rights to information) omit the words from “as in relation” to the end.
107.—(1) Section 54 of that Act (requirements for company to cease being a community interest company and become a charity or a Scottish charity) is amended as follows.
(2) In subsection (1)(b) for “the 1985 Act of the 1986 Order” substitute “the Companies Act 2006”.
(3) For subsection (2) substitute—
“(2) Section 30 of the Companies Act 2006 (copies of resolutions to be forwarded to the registrar of companies) must be complied with in relation to each of the special resolutions at the same time.”.
(4) In subsection (3)(b) for “section 380(1) of the 1985 Act or Article 388(1) of the 1986 Order” substitute “section 30(1) of the Companies Act 2006”.
108.—(1) In Part 2 of Schedule 1 to the RTM Companies (Memorandum and Articles of Association) (Wales) Regulations, in Article 86 (winding up: powers of liquidator) for “an extraordinary resolution” substitute “a special resolution”.
(2) In Part 2 of Schedule 2 to those Regulations (the Welsh language version), in Article 86 for “penderfyniad eithriadol” substitute “penderfyniad arbennig”.
(3) These amendments do not affect company articles in which Article 86 is incorporated by virtue of having been adopted before 1st October 2007 or by virtue of the operation of section 74(4) of the Commonhold and Leasehold Reform Act 2002 before that date.
109. In section 353(1) of the Gambling Act 2005 (general interpretation), for the definition of “director” substitute—
““director”—
has the meaning given by section 250 of the Companies Act 2006, and
includes a shadow director within the meaning of section 251 of that Act,”.
110. In section 56 of the Charities and Trustee Investment (Scotland) Act 2005(14) (conversion into Scottish charitable incorporated organisation), at the end of subsection (6) insert—
“(6A) In the case of a company which is registered as a company in Scotland, Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company’s constitution) does not apply to the resolutions mentioned in subsection (5)(a) and (b).”.
111.—(1) Section 9 of the Fraud Act 2006 (participating in fraudulent business carried on by sole trader etc) is amended as follows.
(2) In subsection (2)(a) for “section 458 of the Companies Act 1985 or Article 451 of the Companies (Northern Ireland) Order 1986” substitute “section 993 of the Companies Act 2006”.
(3) In subsection (3)—
(a) in the opening words for “section 458 of the 1985 Act” substitute “that section”, and
(b) in paragraph (a) for “that Act” substitute “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986”.
(4) Omit subsection (4).
(5) In subsection (5) for “section 458 of the 1985 Act or Article 451 of the 1986 Order” substitute “that section”.
(6) These amendments apply to an offence if any 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 occurs on or after 1st October 2007.
112. In Article 271(5) of the Water and Sewerage Services (Northern Ireland) Order 2006 (Crown not to be treated as shadow director of successor company), for “the Companies Order” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.
Article 10(3)
| Short title and chapter | Extent of repeal |
|---|---|
| Companies Act 1985 (c.5) | Section 455(3). |
In section 456— (a) in subsection (2), the words from “and if the order” to the end; (b) in subsection (3)(b), the words “210 or”; (c) in subsection (4), in the second sentence, the words from “(unless” to “section 216)”; (d) in subsection (5)(a), the words from “(unless” to “section 216)”. |
|
| Companies Consolidation (Consequential Provisions) Act 1985 (c.9) | Sections 14 and 15. In Schedule 2, the entries relating to— (a) section 53(1) of the Industrial and Provident Societies Act 1965; (b) the Atomic Energy Authority Act 1971; (c) section 3 of the Industry Act 1980; (d) the Food Act 1984. |
| Insolvency Act 1986 (c.45) | Section 84(1)(c). |
| Building Societies Act 1986 (c.53) | In Schedule 15, paragraphs 26 and 53. |
| Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9) | In Part 1 of Schedule 2, the entries relating to— (a) section 62(1) of the Industrial and Provident Societies Act (Northern Ireland) 1969; (b) Article 13(2) of the Industrial Development (Northern Ireland) Order 1982. |
| In Part 2 of Schedule 2, the entry relating to the Judicature (Northern Ireland) Act 1978. | |
| Companies (Northern Ireland) Order 1989 (S.I. 1989/2404 (N.I. 18)) | Articles 26 to 35. Part 1 of Schedule 4. |
| In Part 2 of Schedule 4, paragraphs 6, 7, 9, 12 and 13. | |
| Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) | Article 70(1)(c). |
| Statutory Water Companies Act 1991 (c.58) | In section 12(8), the definition of “extraordinary resolution”. |
| Friendly Societies Act 1992 (c.40) | In Schedule 10, paragraphs 29 and 59. |
| Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15)) | In Article 29(4), the words “, as defined in Article 386 of the Companies (Northern Ireland) Order 1986,”. |
| Coal Industry Act 1994 (c.21) | In Schedule 9, paragraph 32. |
| Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11)) | In Part 1 of Schedule 2, paragraph 3(d). |
| Deregulation (Northern Ireland) Order 1997 (S.I. 1997/2984 (N.I. 18)) | Article 5(3) to (5). |
| Postal Services Act 2000 (c.26) | In section 80(1), the words “of the Companies Act 1985”. |
| Enterprise Act 2002 (c.40) | In Schedule 15, the entries relating to— (a) the Companies Act 1985; and (b) the Companies (Northern Ireland) Order 1986. |
| Audit, Investigations and Companies (Community Enterprise Act 2004 (c.27) | In section 43(3), the words from “as in relation” to the end. |
| Civil Partnership Act 2004 (c.33) | In Schedule 29, paragraph 73. |
| Fraud Act 2006 (c.35) | Section 9(4). |
The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007