Office of Public Sector Information

PART 2 OTHER AMENDMENTS

Stock Transfer Act 1963 (c.18)

37.  In section 2 of the Stock Transfer Act 1963(93) (simplified transfers: supplementary provisions)—

(a) in subsection (2), for “the reference in section 184 of the Companies Act 1985 (certification of transfers) to any instrument of transfer” substitute “the references to an instrument of transfer in section 775 of the Companies Act 2006 (certification of instrument of transfer)”;

(b) in subsection (3)(a), for “section 183(1) and (2) of the Companies Act 1985” substitute “section 770(1)(a) of the Companies Act 2006 (registration of transfer)”.

Stock Transfer Act (Northern Ireland) 1963 (c.24) (N.I.)

38.  In section 2 of the Stock Transfer Act (Northern Ireland) 1963(94) (supplementary provisions as to simplified transfer)—

(a) in subsection (2), for “the reference in Article 194(1) of the Companies (Northern Ireland) Order 1986 to any instrument of transfer” substitute “the references to an instrument of transfer in section 775 of the Companies Act 2006 (certification of instrument of transfer)”;

(b) in subsection (3)(a), for “Article 193(1) and (2) of the Companies (Northern Ireland) Order 1986” substitute “section 770(1)(a) of the Companies Act 2006 (registration of transfer)”.

Harbours Act 1964 (c.40)

39.  In section 42 of the Harbours Act 1964(95) (accounts and reports relating to harbour activities and associated activities)—

(a) in subsection (6), omit “the Companies Act 1985 and”;

(b) in subsection (7)(a), for “the Companies Act 1985” substitute “the Companies Act 2006”;

(c) in subsection (9), in the definitions of “parent undertaking” and “subsidiary undertaking”, for “Part VII of the Companies Act 1985” substitute “the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)”.

Transport Act (Northern Ireland) 1967 (c.37) (N.I.)

40.  In section 53(2) of the Transport Act (Northern Ireland) 1967(96) (accounts of Northern Ireland Transport Holding Company and its subsidiaries), for “the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.

Harbours Act (Northern Ireland) 1970 (c.1) (N.I.)

41.  In section 30(3) of the Harbours Act (Northern Ireland) 1970(97) (accounts of harbour authorities), for “the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.

Redemption of Standard Securities (Scotland) Act 1971 (c.45)

42.  In section 2 of the Redemption of Standard Securities (Scotland) Act 1971(98) (saving for provision relating to perpetual debentures)—

(a) in the heading, for “s. 89 of Companies Act 1948” substitute “provision relating to perpetual debentures”;

(b) in the text, for “section 193 of the Companies Act 1985” substitute “section 739 of the Companies Act 2006”.

Fish Industry Act (Northern Ireland) 1972 (c.4) (N.I.)

43.  In section 9(2) of the Fish Industry Act (Northern Ireland) 1972(99) (acquisition of shares in fish businesses), for “Article 383 of the Companies (Northern Ireland) Order 1986”, substitute “section 323 of the Companies Act 2006”.

Land Tenure Reform (Scotland) Act 1974 (c.38)

44.  In section 11(1) of the Land Tenure Reform (Scotland) Act 1974 (right to redeem heritable security after 20 years where security subjects used as private dwelling-house), for “section 89 of the Companies Act 1948 (perpetual debentures, etc)” substitute “section 739 of the Companies Act 2006 (perpetual debentures)”.

Aircraft and Shipbuilding Industries Act 1977 (c.3)

45.  In section 17(10) of the Aircraft and Shipbuilding Industries Act 1977(100) (accounts of the Corporations), for “Part VII of the Companies Act 1985” substitute “the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)”.

Crown Agents Act 1979 (c.43)

46.  In section 22(2) of the Crown Agents Act 1979(101) as applied by paragraph 20 of Schedule 5 to that Act (accounts of Crown Agents Holding and Realisation Board), for “Part VII of the Companies Act 1985” substitute “the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)”.

Aircraft and Shipbuilding Industries (Northern Ireland) Order 1979 (S.I. 1979/294 (N.I. 1))

47.—(1) Article 12 of the Aircraft and Shipbuilding Industries (Northern Ireland) Order 1979(102) (accounts and reports of principal companies) is amended as follows.

(2) In paragraph (1)—

(a) in sub-paragraph (a), for “Article 246 of the Companies (Northern Ireland) Order 1986” substitute “section 423 of the Companies Act 2006”;

(b) in sub-paragraph (b), for “Article 249 of that Order” substitute “section 437 of that Act”.

(3) In paragraph (2), in the closing words, for “the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.

British Aerospace Act 1980 (c.26)

48.  In section 4 of the British Aerospace Act 1980 (financial structure of successor company and its subsidiaries)(103)—

(a) in subsection (3)—

(i) for “section 264(3)(d) of the Companies Act 1985” substitute “section 831(4)(d) of the Companies Act 2006”, and

(ii) for “section 264(3)(c)” substitute “section 831(4)(c)”;

(b) in subsection (7), for “the Companies Act 1985” substitute “the Companies Act 2006”.

Industry Act 1980 (c.33)

49.  In section 3(5) of the Industry Act 1980(104) (finance for companies transferred to Secretary of State)—

(a) in paragraph (a), for “section 238 of the Companies Act 1985 or Article 246 of the Companies (Northern Ireland) Order 1986” substitute “section 423 of the Companies Act 2006”;

(b) in paragraph (b), for “section 241 of that Act or Article 249 of that Order” substitute “section 437 of that Act”.

Civil Aviation Act 1980 (c.60)

50.  In section 5(5) of the Civil Aviation Act 1980(105) (financial structure of successor company and its subsidiaries), for “the Companies Act 1985” substitute “the Companies Act 2006”.

Transport Act 1981 (c.56)

51.—(1) Section 10 of the Transport Act 1981(106) (provisions of the Companies Acts applying to Associated British Ports) is amended as follows.

(2) In subsection (1)—

(a) for “the Companies Acts 1948 to 1980” substitute “the Companies Acts”;

(b) for “the Companies Acts 1948 to 1981” substitute “the Companies Act 1985”.

(3) For subsection (2) substitute—

“(2) The provisions referred to in subsection (1) are the following—

52.  In section 11 of the Transport Act 1981(107) (payments to Holding Company out of profits of Associated British Ports)—

(a) in subsection (2), for “sections 263 and 264 of the Companies Act 1985” substitute “sections 830 and 831 of the Companies Act 2006”;

(b) in subsection (3), for “the said section 264” substitute “section 831 of the Companies Act 2006”;

(c) in subsection (4), for “section 234 of the Companies Act 1985” substitute “section 416(3) of the Companies Act 2006”.

Judgments Enforcement (Northern Ireland) Order 1981 (S.I. 1981/226 (N.I. 6))

53.—(1) The Judgments Enforcement (Northern Ireland) Order 1981 is amended as follows.

(2) In Article 2(2)(108) (general interpretation), in the definition of “debenture” for “Companies (Northern Ireland) Order 1986” substitute “Companies Act 2006”.

(3) In Article 14(109) (stay of enforcement in cases of insolvency), in paragraph (3)(b)(i), for “Article 418 of the Companies (Northern Ireland) Order 1986” substitute “section 896 of the Companies Act 2006”.

Companies Act 1985 (c.6)

54.  In section 10(2) of the Companies Act 1985 (particulars of proposed officers to be provided on registration of company), for paragraph (b) substitute—

“(ba) in the case of a company that is to be a private company, any person who is (or any persons who are) to be the first secretary (or joint secretaries) of the company;

(bb) in the case of a company that is to be a public company, the person who is (or the persons who are) to be the first secretary (or joint secretaries) of the company.”.

55.  In section 11 of the Companies Act 1985 (public companies: minimum authorised capital), for the words from “the amount of” to the end, substitute—

“the share capital stated in the memorandum to be that with which the company proposes to be registered—

(a) must have a nominal value of not less than the authorised minimum (as defined in section 763 of the Companies Act 2006); and

(b) to the extent necessary to comply with that requirement, must be denominated in accordance with section 765 of that Act (allotted share capital of public company to be denominated either in sterling or in euros but not partly in one and partly in the other).”.

56.  In section 13(4) of the Companies Act 1985 (effect of registration), for “section 117 (additional certificate as to amount of allotted share capital)” substitute “section 761 of the Companies Act 2006 (public company not to do business without trading certificate)”.

57.  In section 17(2)(a) of the Companies Act 1985 (conditions in memorandum which could have been in articles), for “Part XVII” substitute “section 996 of the Companies Act 2006”.

58.  In section 43(3) of the Companies Act 1985 (re-registration of private company as public: documents to be delivered to registrar), in paragraph (b), for “section 264(2)” substitute “section 831 of the Companies Act 2006”.

59.  In section 44(7)(a) of the Companies Act 1985 (consideration for shares recently allotted to be valued: definition of “arrangement”), for “section 425” substitute “section 899 of the Companies Act 2006”.

60.  In section 45(2) of the Companies Act 1985 (additional requirements relating to share capital), at the end of paragraph (a) insert “(see Chapter 2 of Part 20 of the Companies Act 2006)”.

61.—(1) Section 46 of the Companies Act 1985(110) (meaning of unqualified auditors’ report) is amended as follows.

(2) In subsection (2), for “in accordance with this Act” substitute “in accordance with the Companies Act 2006”.

(3) In subsection (3), for “the provisions of this Act”, in both places where it occurs, substitute “the provisions of the Companies Act 2006”.

(4) In subsection (4)—

(a) for “section 264(2) and (3)” substitute “section 831 of the Companies Act 2006”;

(b) at the end, insert “and “financial year” has the meaning given by section 390 of that Act”.

62.  In section 47(3) of the Companies Act 1985 (private company re-registering as public: certificate of re-registration), at the end insert “(see Chapter 2 of Part 20 of the Companies Act 2006)”.

63.  In section 103(7)(a) of the Companies Act 1985 (non-cash consideration for shares: definition of “arrangement”), for “section 425” substitute “section 899 of the Companies Act 2006”.

64.  In section 104(2) of the Companies Act 1985 (transfer to public company of non-cash asset: definition of “initial period”), for “section 117” substitute “section 761 of the Companies Act 2006”.

65.  In section 126 of the Companies Act 1985 (variation of class rights: saving for court’s powers under other provisions)—

(a) for “section 425 (court control of company compromising with members and creditors)” substitute “section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members)”;

(b) for “section 427 (company reconstruction or amalgamation)” substitute “section 900 of that Act (powers of court to facilitate reconstruction or amalgamation)”.

66.  In section 131(7) of the Companies Act 1985 (merger relief: definitions), in the definition of “arrangement” in the closing words, for “section 425 (company compromise with members and creditors)” substitute “section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members)”.

67.  In section 143(3)(c) of the Companies Act 1985 (general rule against company acquiring own shares: exceptions), for “Part XVII” substitute “section 996 of the Companies Act 2006”.

68.  In section 149(1) of the Companies Act 1985 (sanctions for public company failing to apply for re-registration as private company), for “section 81” substitute “Chapter 1 of Part 20 of the Companies Act 2006”.

69.  In section 152(1) of the Companies Act 1985 (financial assistance by a company for acquisition of own shares: definitions)—

(a) in paragraph (b)(ii), for “section 276” substitute “section 846 of the Companies Act 2006”;

(b) in paragraph (c), for “section 263(2)” substitute “section 829 of the Companies Act 2006”.

70.  In section 153 of the Companies Act 1985 (transactions not prohibited by section 151), in subsection (3)(e), for “section 425” substitute “section 899 of the Companies Act 2006”.

71.  In section 162C of the Companies Act 1985(111) (treasury shares: voting and other rights), in subsection (3), for “meetings under section 425” substitute “meetings summoned under section 896 of the Companies Act 2006”.

72.  In section 162F(2) of the Companies Act 1985(112) (treasury shares: proceeds of sale), for “Part VIII” substitute “Part 23 of the Companies Act 2006”.

73.  In section 171 of the Companies Act 1985(113) (power of private companies to redeem or purchase own shares out of capital), in subsection (5)(b), for “any reserve maintained by the company in accordance with paragraph 34 of Schedule 4 or paragraph 34 of Schedule 8 (revaluation reserve)” substitute “any revaluation reserve maintained by the company in accordance with regulations made under section 396 of the Companies Act 2006”.

74.  In section 172(1) of the Companies Act 1985 (availability of profits for private company to redeem or purchase shares out of capital)—

(a) for “Part VIII” substitute “Part 23 of the Companies Act 2006”;

(b) for “sections 270 to 275 in that Part” substitute “Chapter 2 of that Part”.

75.  In section 181 of the Companies Act 1985 (definitions for Chapter 7 of Part 5), in paragraph (a) (meaning of “distributable profits”) for “section 263(2)” substitute “section 829 of the Companies Act 2006”.

76.—(1) In section 232(2) of the Companies Act 1985(114) (disclosure required in notes to accounts: emoluments and other benefits of directors etc), in the paragraph relating to Part 2 of Schedule 6, omit “and connected persons”.

(2) This amendment has effect in relation to financial years ending on or after 6th April 2008.

77.  In section 289 of the Companies Act 1985(115) (particulars of directors to be registered), in subsection (4)(a) for “section 249AA(3)” substitute “section 481 of the Companies Act 2006”.

78.  In section 290(1) of the Companies Act 1985 (particulars of secretaries to be registered), after “with respect to the secretary” insert “(if any)”.

79.  In section 351 of the Companies Act 1985 (particulars in correspondence etc), in subsection (1)(c), for “as defined in section 266” substitute “as defined for the purposes of Part 23 of the Companies Act 2006 (see section 833 of that Act)”.

80.  In section 364(1)(c) of the Companies Act 1985(116) (contents of annual return: particulars of secretary), after “the company secretary” insert “(if any)”.

81.  In section 380(2) of the Companies Act 1985(117) (registration, etc of resolutions and agreements), for the words from “every resolution” to “and which is” substitute “every such resolution, and every resolution or agreement to which Chapter 3 of Part 3 of the Companies Act 2006 applies (resolutions and agreements affecting a company’s constitution), which is”.

82.  After section 453C of the Companies Act 1985 insert—

“Offences by bodies corporate

453D.  Where an offence under any of sections 448, 449 to 451 and 453A is committed by a body corporate, every officer of the body who is in default also commits the offence.

For this purpose—

(a) any person who purports to act as director, manager or secretary of the body is treated as an officer of the body, and

(b) if the body is a company, any shadow director is treated as an officer of the company.”.

83.  In section 685 of the Companies Act 1985 (registration of joint stock company as public company) in the definition of “undistributable reserves” in subsection (6), for “section 264(3)” substitute “section 831(4) of the Companies Act 2006”.

84.  In section 699 of the Companies Act 1985(118) (Channel Islands and Isle of Man companies), in subsection (3), for “section 242(1)” substitute “section 441 of the Companies Act 2006”.

85.  In section 701 of the Companies Act 1985(119) (oversea company’s financial year and accounting reference periods)—

(a) in subsection (1), for “Sections 223 to 225” substitute “Sections 390 to 392 of the Companies Act 2006”;

(b) in subsection (3), for “section 225(4)” substitute “section 392(3)”.

86.  In section 702 of the Companies Act 1985(120) (delivery to registrar of accounts and reports of oversea company), in subsection (4), for “section 225” substitute “section 392 of the Companies Act 2006”.

87.  In section 742 of the Companies Act 1985(121) (expressions used in connection with accounts)—

(a) in subsection (1), for “Part VII (accounts)” substitute “Part 15 of the Companies Act 2006 (accounts and reports)”;

(b) in subsection (2), for “section 262(3)” substitute “section 853(4) and (5) of the Companies Act 2006”;

(c) omit subsection (2A).

88.  In Schedule 1 to the Companies Act 1985(122) (particulars of directors to be contained in statement under section 10), in paragraph 2(2)(a) for “section 249AA(3)” substitute “section 481 of the Companies Act 2006”.

89.  Omit Part 2 of Schedule 2 to the Companies Act 1985(123) (interpretation of references in Schedule 5 to “beneficial interest”).

90.—(1) Part 2 of Schedule 6 to the Companies Act 1985 (disclosure of information: loans, quasi-loans and other dealings in favour of directors) is amended as follows—

(a) in paragraph 15(a) and (b), omit “, or was connected with such a director”;

(b) in paragraph 16(a) and (b), omit “or was connected with such a director”;

(c) in paragraph 17(1), omit “, or a person connected with such a director,”;

(d) in paragraph 19(b), omit “or was connected with a director of it”;

(e) in paragraph 22(2)(b), omit the words from “and, where that person” to the end;

(f) in paragraph 24(1)—

(i) omit “, or was connected with such a director,”;

(ii) omit “or any person connected with him,”;

(g) in paragraph 27(1), omit paragraph (d).

(2) These amendments have effect in relation to financial years ending on or after 6th April 2008.

91.—(1) In Part 4 of Schedule 9 to the Companies Act 1985(124) (banking companies: additional disclosure of emoluments and other benefits to directors and others), paragraph 3 is amended as follows—

(a) in sub-paragraph (1)(a), omit “or who was connected with such a director”;

(b) omit sub-paragraphs (4) and (5).

(2) These amendments have effect in relation to financial years ending on or after 6th April 2008.

92.—(1) In Schedule 15D to the Companies Act 1985(125) (exceptions from prohibition of disclosure of information obtained in course of company investigation), in paragraph 1, for “section 245C” substitute “section 457 of the Companies Act 2006”.

(2) The amendment made by this paragraph has effect in relation to disclosures for the purpose of enabling or assisting a person to exercise functions in relation to accounts for financial years beginning on or after 6th April 2008.

93.  In Part 2 of Schedule 21C to the Companies Act 1985(126) (delivery of reports and accounts: institutions not required to prepare accounts under parent law)—

(a) in paragraph 11—

(i) in the opening words, for “Sections 223 to 225” substitute “Sections 390 to 392 of the Companies Act 2006”;

(ii) in paragraph (b), for “section 225(4)” substitute “section 392(3)”;

(b) in paragraph 13(3) for “section 225” substitute “section 392 of the Companies Act 2006”.

94.  In Part 2 of Schedule 21D to the Companies Act 1985(127) (delivery of reports and accounts: companies not required to make disclosure under parent law)—

(a) in paragraph 9—

(i) in the opening words, for “Sections 223 to 225” substitute “Sections 390 to 392 of the Companies Act 2006”;

(ii) in paragraph (b), for “section 225(4)” substitute “section 392(3)”;

(b) in paragraph 12(3), for “section 225” substitute “section 392 of the Companies Act 2006”.

Companies Consolidation (Consequential Provisions) Act 1985 (c.9)

95.—(1) Section 3 of the Companies Consolidation (Consequential Provisions) Act 1985 (conditions for re-registration of old public company) is amended as follows.

(2) In subsection (2), omit “(defined in section 118 of the principal Act)”.

(3) After that subsection insert—

“(2A) The authorised minimum is defined in section 763 of the Companies Act 2006 and the provisions of section 765 of that Act (authorised minimum: application of initial requirement) apply in relation to the requirement in subsection (2) above.”.

Oil and Pipelines Act 1985 (c.62)

96.  In paragraph 9(2) of Schedule 3 to the Oil and Pipelines Act 1985(128) (accounts of Oil and Pipelines Agency), for “Part VII of the Companies Act 1985” substitute “the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)”.

Airports Act 1986 (c.31)

97.—(1) The Airports Act 1986 is amended as follows.

(2) In section 8 (financial structure of the successor company)—

(a) in subsection (3)—

(i) for “section 264(3)(d) of the Companies Act 1985” substitute “section 831(4)(d) of the Companies Act 2006”, and

(ii) for “section 264(3)(c)” substitute “section 831(4)(c)”;

(b) in subsection (6), for “the Companies Act 1985” substitute “the Companies Act 2006”.

(3) In section 40 (mandatory conditions in case of designated airports), in subsection (2)(b) for “the Companies Act 1985” substitute “the Companies Act 2006”.

Gas Act 1986 (c.44)

98.  In section 19E(1) of the Gas Act 1986(129), in the definition of “accounting information”, for “section 221 of the Companies Act 1985” substitute “section 386 of the Companies Act 2006”.

Insolvency Act 1986 (c.45)

99.—(1) Paragraph 3 of Schedule A1 to the Insolvency Act 1986(130) (moratorium where directors propose voluntary arrangement: qualifying conditions) is amended as follows.

(2) In sub-paragraph (2) for “section 247(3) of the Companies Act 1985” substitute “section 382(3) of the Companies Act 2006”.

(3) In sub-paragraph (3) for “Subsections (4), (5) and (6) of section 247” substitute “Section 382(4), (5) and (6)”.

(4) In sub-paragraph (4)—

(a) for “holding company” substitute “parent company”, and

(b) for “in respect of” substitute “in relation to”.

(5) For sub-paragraph (5) substitute—

“(5) For the purposes of sub-paragraph (4)—

(a) “group” has the same meaning as in Part 15 of the Companies Act 2006 (see section 474(1) of that Act); and

(b) a group qualifies as small in relation to a financial year if it so qualifies under section 383(2) to (7) of that Act, and qualifies as medium-sized in relation to a financial year if it so qualifies under section 466(2) to (7) of that Act.”.

(6) The amendments in this paragraph apply only in relation to periods, or parts of periods, falling on or after 6th April 2008.

100.  In Schedule B1 to the Insolvency Act 1986(131) (administration)—

(a) in paragraphs 49(3)(b) and 73(2)(c) for “section 425 of the Companies Act (compromise with creditors or members)” substitute “Part 26 of the Companies Act 2006 (arrangements and reconstructions)”;

(b) in paragraph 74(6)(b) for “section 425 of the Companies Act (compromise with creditors and members)” substitute “Part 26 of the Companies Act 2006 (arrangements and reconstructions)”.

101.—(1) Part 2 of the Insolvency Act 1986 (administration) as it has effect by virtue of—

(a) section 249(1) of the Enterprise Act 2002(132) (special administration regimes), or

(b) article 3(2) or (3) of the Enterprise Act 2002 (Commencement No. 4 and Transitional Provisions and Savings) Order 2003(133) (other purposes),

(that is, without the amendments made by the Enterprise Act 2002) is amended as follows.

(2) In section 8(3), for paragraph (c) substitute—

“(c) the sanctioning under Part 26 of the Companies Act 2006 of a compromise or arrangement between the company and its creditors or members; and”.

(3) In section 27(3)(a) for “section 425 of the Companies Act” substitute “Part 26 of the Companies Act 2006”.

102.  In section 122 of the Insolvency Act 1986 (circumstances in which a company may be wound up by the court), in subsection (1)(b) (public company not issued with certificate as to compliance with minimum share capital requirement) for the words from “a certificate” to “requirements)” substitute “a trading certificate under section 761 of the Companies Act 2006 (requirement as to minimum share capital)”.

103.  In section 176A(4)(b) of the Insolvency Act 1986(134) (share of assets for unsecured creditors: exclusion by compromise or arrangement), for “section 425 of the Companies Act (compromise with creditors and members)” substitute “Part 26 of the Companies Act 2006 (arrangements and reconstructions)”.

104.  In Schedule 6 to the Insolvency Act 1986 (categories of preferential debts), in paragraph 14(1)(c) for “section 196 of the Companies Act” substitute “section 754 of the Companies Act 2006”.

105.  After Part 17 of the Insolvency Act 1986 (miscellaneous and general) insert—

“PART 17A SUPPLEMENTARY PROVISIONS

Introductory

434A.  The provisions of this Part have effect for the purposes of—

(a) the First Group of Parts, and

(b) sections 411, 413, 414, 416 and 417 in Part 15.

Representation of corporations at meetings

434B.—(1) If a corporation is a creditor or debenture-holder, it may by resolution of its directors or other governing body authorise a person or persons to act as its representative or representatives—

(a) at any meeting of the creditors of a company held in pursuance of this Act or of rules made under it, or

(b) at any meeting of a company held in pursuance of the provisions contained in a debenture or trust deed.

(2) Where the corporation authorises only one person, that person is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual creditor or debenture-holder.

(3) Where the corporation authorises more than one person, any one of them is entitled to exercise the same powers on behalf of the corporation as the corporation could exercise if it were an individual creditor or debenture-holder.

(4) Where the corporation authorises more than one person and more than one of them purport to exercise a power under subsection (3)—

(a) if they purport to exercise the power in the same way, the power is treated as exercised in that way;

(b) if they do not purport to exercise the power in the same way, the power is treated as not exercised.

Legal professional privilege

434C.  In proceedings against a person for an offence under this Act nothing in this Act is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications).”.

Company Directors Disqualification Act 1986 (c.46)

106.—(1) The Company Directors Disqualification Act 1986 is amended as follows.

(2) In section 3(3)(b)(135) (disqualification for persistent breaches of companies legislation)—

(a) in sub-paragraph (i), for “section 242(4) of the Companies Act”, substitute “section 452 of the Companies Act 2006”;

(b) in sub-paragraph (ia), for “section 245B” substitute “section 456”;

(c) in sub-paragraph (ii), for “that Act” substitute “the Companies Act 1985”.

(3) After section 20 insert—

“Legal professional privilege

20A.  In proceedings against a person for an offence under this Act nothing in this Act is to be taken to require any person to disclose any information that he is entitled to refuse to disclose on grounds of legal professional privilege (in Scotland, confidentiality of communications).”.

(4) In section 22 (interpretation)—

(a) in subsection (7)—

(i) in the definition of “the Companies Acts”, for “section 744 of that Act” substitute “section 2 of the Companies Act 2006”;

(ii) in the closing words omit “(except the Insider Dealing Act)”;

(b) in subsection (8), for “section 735(1)(c) of the Companies Act, but also including that Act itself” substitute “section 1171 of the Companies Act 2006”;

(c) for subsection (9) substitute—

“(9) Subject to the provisions of this section, expressions that are defined for the purposes of the Companies Acts have the same meaning in this Act.”.

(5) In section 22A(4)(136) (application of Act to building societies), for “or the Companies Act” substitute “, the Companies Act 1985 or the Companies Act 2006”.

(6) In section 22B(4)(137) (application of Act to incorporated friendly societies), for “or the Companies Act” substitute “, the Companies Act 1985 or the Companies Act 2006”.

(7) In section 22C(3)(138) (application of Act to NHS foundation trusts), for “or the Companies Act” substitute “, the Companies Act 1985 or the Companies Act 2006”.

(8) In Part 1 of Schedule 1 (matters for determining unfitness of directors)—

(a) for paragraph 4(139), substitute—

“4.  The extent of the director’s responsibility for any failure by the company to comply with any of the following provisions of the Companies Act 1985, namely—

(a) section 288 (register of directors and secretaries);

(b) section 352 (obligation to keep up and enter register of members);

(c) section 353 (location of register of members);

(d) section 363 (duty of company to make annual returns); and

(e) sections 399 and 415 (company’s duty to register charges it creates).

4A.  The extent of the director’s responsibility for any failure by the company to comply with any of the following provisions of the Companies Act 2006, namely—

(a) section 386 (companies to keep accounting records); and

(b) section 388 (where and for how long records to be kept).”;

(b) for paragraph (5)(140), substitute—

“5.  The extent of the director’s responsibility for any failure by the directors of the company to comply with the following provisions of the Companies Act 2006—

(a) section 394 or 399 (duty to prepare annual accounts);

(b) section 414 or 450 (approval and signature of abbreviated accounts); or

(c) section 433 (name of signatory to be stated in published copy of accounts).”;

(c) in paragraph 5A(141), for “the Companies Act” substitute “the Companies Act 1985 or the Companies Act 2006”.

Building Societies Act 1986 (c.53)

107.  In section 72I(2) of the Building Societies Act 1986(142) (consistency of accounts), for “Part 7 of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”.

108.—(1) Section 119(1) of the Building Societies Act 1986 (interpretation) is amended as follows.

(2) For the definition of “associated undertaking”(143) substitute—

““associated undertaking” has the meaning given by section 119A;”.

(3) Omit the definition of “subsidiary undertaking”(144).

(4) At the appropriate place insert—

““undertaking” and “subsidiary undertaking” have the same meaning as in the Companies Acts (see sections 1161(1) and 1162 of, and Schedule 7 to, the Companies Act 2006);”.