Office of Public Sector Information

Ports Act 1991 (c.52)

179.—(1) Schedule 1 to the Ports Act 1991 (supplementary provisions with respect to transfers of statutory port undertakings) is amended as follows.

(2) In paragraph 11(1)—

(a) in the opening words, for “sections 270 to 276 of the Companies Act 1985” substitute “sections 836 to 840 of the Companies Act 2006”;

(b) in paragraph (a), for “section 270” substitute “section 836”;

(c) in paragraph (b), for “section 273” substitute “section 839”.

(3) In paragraph 11(2), for “Part VII of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”.

(4) In paragraph 13(a), for “the Companies Act 1985” substitute “the Companies Act 2006”.

Statutory Water Companies Act 1991 (c.58)

180.  In section 9(1) of the Statutory Water Companies Act 1991 (arrangements and reconstructions), for “Part XIII of the 1985 Act” substitute “Part 26 of the Companies Act 2006”.

British Technology Group Act 1991 (c.66)

181.—(1) Section 8 of the British Technology Group Act 1991 (financial structure of successor company) is amended as follows.

(2) In subsection (4)—

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

(b) for “section 264” substitute “section 831”, and

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

(3) In subsection (7), for “the Companies Act 1985” substitute “the Companies Act 2006”.

Water Consolidation (Consequential Provisions) Act 1991 (c.60)

182.  In paragraph 40(1) of Schedule 1 to the Water Consolidation (Consequential Provisions) Act 1991 (construction of references to companies liable to be wound up), for “sections 425(6)(a) and 460(2) of the Companies Act 1985” substitute “sections 895(2) and 995(4) of the Companies Act 2006”.

Friendly Societies Act 1992 (c.40)

183.  In section 69I(2)(a) of the Friendly Societies Act 1992(174) (consistency of accounts), for “Part 7 of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”.

184.  In section 78A(1) of the Friendly Societies Act 1992(175) (interpretation of Part 6), in the definition of “parent undertaking” and “subsidiary undertaking” for “section 258 of the Companies Act 1985, read in conjunction with sections 259 and 260 of, and Schedule 10A to, that Act” substitute “section 1162 of the Companies Act 2006, read in conjunction with section 1161(1) of and Schedule 7 to that Act”.

185.  In Schedule 11 to the Friendly Societies Act 1992(176) (committee of management: supplementary), for paragraph 8 substitute—

“8.—(1) A friendly society or registered branch must not make any payment to a member of the committee of management of the society or branch—

(a) by way of compensation for loss of office, or

(b) as consideration for or in connection with the member’s retirement from office,

unless particulars of the proposed payment (including its amount) have been disclosed to members of the society or branch and the proposal has been approved by the society or branch.

(2) Sub-paragraph (1) does not apply to a bona fide payment by way of damages for breach of contract or by way of pension in respect of past services.

“Pension” here includes any superannuation allowance, superannuation gratuity or similar payment.”.

186.—(1) Schedule 13E to the Friendly Societies Act 1992(177) (disclosures about related undertakings) is amended as follows.

(2) In paragraphs 3(2)(a), 7(3)(a), 11(2)(a), 15(2)(a) and 18(2)(a) for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.

(3) In paragraph 9—

(a) in sub-paragraphs (5) and (6)(b) for “section 258 of the Companies Act 1985” substitute “section 1162 of the Companies Act 2006”;

(b) in sub-paragraph (6)(a) for “section 258” substitute “section 1162”.

187.  In Schedule 14 to the Friendly Societies Act 1992 (auditors: appointment, tenure, qualifications and remuneration), in paragraph 5(4), for “section 52 of the Companies Act 1989 or Article 54 of the Companies (Northern Ireland) Order 1990” substitute “section 1260 of the Companies Act 2006”.

Trade Union and Labour Relations (Consolidation) Act 1992 (c.52)

188.  In section 131(2) of the Trade Union and Labour Relations (Consolidation) Act 1992 (auditors of employers’ association that is registered as a company), omit “Chapter V of Part XI of that Act or”.

Electricity (Northern Ireland) Order 1992 (S.I. 1992/231 (N.I. 1))

189.—(1) The Electricity (Northern Ireland) Order 1992 is amended as follows.

(2) In Article 73(6)(178) (initial government holding in successor companies: Crown not to be treated as shadow director), for “the Companies (Northern Ireland) Order 1986” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.

(3) In Article 77 (statutory reserves), in paragraph (3)—

(a) for “Article 272(3)(d) of the Companies Order” substitute “section 831(4)(d) of the Companies Act 2006”;

(b) for “that Article” substitute “that section”;

(c) for “Article 272(3)(c) of that Order” substitute “section 831(4)(c) of that Act”.

(4) In Article 78 (statutory accounts), in paragraph (1), for “the Companies (Northern Ireland) Order 1986” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.

(5) In Article 82 (conversion or discharge of certain loans or advances), in paragraph (4) (definition of “statutory accounts”) for “the Companies (Northern Ireland) Order 1986” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.

Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807 (N.I. 5))

190.  In Article 7 of the Industrial Relations (Northern Ireland) Order 1992 (property of trade unions etc), in the closing words of paragraph (4), for “Article 193(1) or” substitute “section 770 of the Companies Act 2006 or Article”.

Housing (Northern Ireland) Order 1992 (S.I. 1992/1725 (N.I. 15))

191.—(1) Article 29 of the Housing (Northern Ireland) Order 1992 (restrictions on exercise of certain powers of registered housing associations) is amended as follows.

(2) In the opening words of paragraph (4), omit “as defined in Article 386 of the Companies (Northern Ireland) Order 1986”.

(3) In paragraph (4)(b) for “Article 388 of the Companies (Northern Ireland) Order 1986 (as that section has effect by virtue of the said section 64(a))” substitute “section 30 of the Companies Act 2006 (as it applies by virtue of Article 70(2) of the Insolvency (Northern Ireland) Order 1989 and section 64(a) of the Act of 1969)”.

Charities Act 1993 (c.10)

192.—(1) The Charities Act 1993 is amended as follows.

(2) In section 10(179) (disclosure of information to Commission)—

(a) in subsection (3)—

(i) in the opening words, for “section 259(1) of the Companies Act 1985” substitute “section 1161(1) of the Companies Act 2006”;

(ii) in paragraph (a), for “section 258 of, and Schedule 10A to, the Companies Act 1985” substitute “section 1162 of, and Schedule 7 to, the Companies Act 2006”;

(b) in subsection (4)—

(i) in paragraph (b), for “section 258 of, and Schedule 10A to, the Companies Act 1985” substitute “section 1162 of, and Schedule 7 to, the Companies Act 2006”;

(ii) in the closing words, for “section 259(1)” substitute “section 1161(1)”.

(3) In section 10B(180) (disclosure to and by principal regulators of exempt charities), in subsection (3), in the substituted subsection (3)—

(a) in the opening words, for “section 259(1) of the Companies Act 1985” substitute “section 1161(1) of the Companies Act 2006”;

(b) in paragraph (a), for “section 258 of, and Schedule 10A to, the Companies Act 1985” substitute “section 1162 of, and Schedule 7 to, the Companies Act 2006”.

(4) In section 43(9)(181) (audit of charity accounts), for “Part VII of the Companies Act 1985” substitute “Part 16 of the Companies Act 2006”.

(5) In section 44(1)(b)(iii)(182) (supplementary provisions relating to audit etc), for “section 226 of the Companies Act 1985” substitute “section 394 of the Companies Act 2006”.

(6) In section 45(5)(183) (annual report)—

(a) in the opening words, for “Part VII of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”;

(b) in paragraph (a), for “that Part of that Act” substitute “Part 16 of that Act”.

(7) In section 47(3)(c)(184) (public inspection of annual reports etc), in the opening words and in sub-paragraph (iii), for “Part 7 of the Companies Act 1985” substitute “Part 16 of the Companies Act 2006”.

(8) In section 69(1A)(185) (investigation of charity accounts), for “Part 7 of the Companies Act 1985” substitute “Part 16 of the Companies Act 2006”.

(9) In section 97(1) (general interpretation), in the definition of “financial year”, for “section 223 of the Companies Act 1985” substitute “section 390 of the Companies Act 2006”.

(10) In Schedule 5A(186) (group accounts)—

(a) in paragraph 1(2)(187), for “section 258 of, and Schedule 10A to, the Companies Act 1985” substitute “section 1162 of, and Schedule 7 to, the Companies Act 2006”;

(b) in paragraph 1(7)(a), for “section 259(1) of the Companies Act 1985” substitute “section 1161(1) of the Companies Act 2006”;

(c) in paragraph 2(1) and (2)(188), for “section 221 of the Companies Act 1985” substitute “section 386 of the Companies Act 2006”;

(d) in paragraph 3—

(i) in sub-paragraph (1)(b)(189), for “section 227 of the Companies Act 1985” substitute “section 399 of the Companies Act 2006”;

(ii) in sub-paragraph (6A)(190), for “section 226 of the Companies Act 1985” substitute “section 394 of the Companies Act 2006”;

(e) in paragraph 6(8)(b) and (9)(d)(191), for “Part VII of the Companies Act 1985” substitute “Part 16 of the Companies Act 2006”;

(f) in paragraph 8(3), for “section 389A of the Companies Act 1985” substitute “section 499 or 500 of the Companies Act 2006”.

Railways Act 1993 (c.43)

193.  In the Railways Act 1993(192)—

(a) in section 94(6) (accounting provisions)—

(i) in paragraph (b) of the definition of “accounting year”, and

(ii) in the definition of “statutory accounts”, and

(b) in section 106(4) (accounts),

for “the Companies Act 1985” substitute “the Companies Act 2006”.

Pension Schemes Act 1993 (c.48)

194.—(1) The Pension Schemes Act 1993 is amended as follows.

(2) In section 127(2)(a) (transfer of rights and remedies to Secretary of State), for “the Companies Act 1985” substitute “the Companies Act 2006”.

(3) In Schedule 4 (priority in bankruptcy etc)—

(a) in paragraph 3(1)(c) (contributions equivalent premiums), for “section 196 of the Companies Act 1985” substitute “section 754 of the Companies Act 2006”;

(b) in paragraph 4(1)(a) (interpretation), for “section 196(3) of the Companies Act 1985” substitute “section 754(3) of the Companies Act 2006”.

Pension Schemes (Northern Ireland) Act 1993 (c.49)

195.—(1) The Pension Schemes (Northern Ireland) Act 1993 is amended as follows.

(2) In section 123(2)(b) (transfer to Department of rights and remedies), omit “or any provision of the Companies (Northern Ireland) Order 1986”.

(3) In Schedule 3 (priority in bankruptcy etc), in paragraph 3(1)(b), for “Article 205 of the Companies (Northern Ireland) Order 1986” substitute “section 754 of the Companies Act 2006”.

Coal Industry Act 1994 (c.21)

196.—(1) Paragraph 6 of Schedule 3 to the Coal Industry Act 1994 (distributable reserves of successor companies) is amended as follows.

(2) In sub-paragraph (1), for “section 263 of the Companies Act 1985” substitute “section 830 of the Companies Act 2006”.

(3) In sub-paragraph (2), for “section 264 of the Companies Act 1985” substitute “section 831 of the Companies Act 2006”.

(4) In sub-paragraph (7)—

(a) in the definition of “called-up share capital”, for “Companies Act 1985” substitute “Companies Act 2006”;

(b) in the definition of “net assets”, for “section 264” substitute “section 831”;

(c) in the definition of “undistributable reserves”, for “subsection (3)” substitute “subsection (4)”.

Airports (Northern Ireland) Order 1994 (S.I. 1994/426 (N.I. 1))

197.—(1) The Airports (Northern Ireland) Order 1994 is amended as follows.

(2) In Article 31 (mandatory conditions in case of designated airports), in paragraph (2)(b), for “the Companies Order” substitute “the Companies Act 2006”.

(3) In Article 50(1) (interpretation) in the definition of “statutory accounts” for “the Companies Order” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.

(4) In Article 57(6)(193) (initial government holding in successor company: Crown not to be treated as shadow director), for “the Companies Order” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.

(5) In Article 60 (statutory reserves), in paragraph (4)—

(a) for “Article 272(3)(d) of the Companies Order” substitute “section 831(4)(d) of the Companies Act 2006”;

(b) for “that Article” substitute “that section”;

(c) for “Article 272(3)(c) of that Order” substitute “section 831(4)(c) of that Act”.

(6) In Article 61 (statutory accounts), in paragraph (7) (meaning of “financial year”) for “Article 231 of the Companies Order” substitute “section 390 of the Companies Act 2006”.

Ports (Northern Ireland) Order 1994 (S.I. 1994/2809 (N.I. 16))

198.—(1) The Schedule to the Ports (Northern Ireland) Order 1994 (supplementary provisions with respect to transfers) is amended as follows.

(2) In paragraph 7(a) (interpretation of references to accounts) for “the Companies (Northern Ireland) Order 1986” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.

(3) In paragraph 13 (relevant accounts for determining whether a distribution is lawful)—

(a) in the opening words of sub-paragraph (1), for “Articles 278 to 284 of the Companies (Northern Ireland) Order 1986” substitute “sections 836 to 840 of the Companies Act 2006”;

(b) in sub-paragraph (1)(a), for “Article 278” substitute “section 836”;

(c) in sub-paragraph (1)(b), for “Article 281” substitute “section 839”;

(d) in sub-paragraph (2), for “Part VIII of the Companies (Northern Ireland) Order 1986” substitute “Part 15 of the Companies Act 2006”.

Requirements of Writing (Scotland) Act 1995 (c.7)

199.  In Schedule 2 to the Requirements of Writing (Scotland) Act 1995 (subscription and signing: special cases), in paragraph 3 (companies), for sub-paragraph (2)(a) substitute—

“(a) sections 270(3) and 274 of the Companies Act 2006; and”.

Crown Agents Act 1995 (c.24)

200.  In section 5(4) of the Crown Agents Act 1995 (statutory accounts of successor company), for “the Companies Act 1985” substitute “the Companies Act 2006”.

Employment Rights Act 1996 (c.18)

201.  In section 189(2)(a) of the Employment Rights Act 1996 (transfer of rights and remedies to Secretary of State), for “the Companies Act 1985” substitute “the Companies Act 2006”.

Housing Act 1996 (c.52)

202.—(1) Schedule 1 to the Housing Act 1996 (registered social landlords) is amended as follows.

(2) In paragraph 13 (arrangement, reconstruction etc of company)—

(a) in sub-paragraph (2), for “section 425 of the Companies Act 1985” substitute “section 899 of the Companies Act 2006”;

(b) in sub-paragraph (3), for “section 427 of the Companies Act 1985” substitute “section 900 of the Companies Act 2006”.

(3) For paragraph 16A(194) (companies exempt from audit: accountant’s report) substitute—

“16A.—(1) This paragraph applies to a registered social landlord that—

(a) is a company,

(b) is exempt from the audit requirements of the Companies Act 2006 by virtue of section 477 of that Act (small companies’ exemption), and

(c) is not a charity.

(2) The directors of the company must cause a report to be prepared in accordance with paragraph 16B and made to the company’s members in respect of the company’s individual accounts for any year in which the company takes advantage of its exemption from audit.

(3) The Relevant Authority may, in respect of any such financial year, give a direction to the company requiring it—

(a) to appoint a qualified auditor to audit its accounts and balance sheet for that year, and

(b) to furnish to the Relevant Authority a copy of the auditor’s report by such date as is specified in the direction.

(4) A direction under sub-paragraph (3) may not be given until after the end of the financial year to which it relates.

16B.—(1) The report required for the purposes of paragraph 16A(2) must be prepared by a person (“the reporting accountant”) who is eligible under paragraph 16C.

(2) The report must state whether in the opinion of the reporting accountant making it—

(a) the accounts of the company for the financial year in question are in agreement with the accounting records kept by the company under section 386 of the Companies Act 2006, and

(b) having regard only to, and on the basis of, the information contained in those accounting records, those accounts have been drawn up in a manner consistent with the provisions of Part 15 of that Act, so far as applicable to the company.

(3) The report must also state that in the opinion of the reporting accountant, having regard only to, and on the basis of, the information contained in the accounting records kept by the company under section 386 of the Companies Act 2006, the company is entitled to exemption from audit under section 477 of that Act (small companies’ exemption) for the financial year in question.

(4) The report must state the name of the reporting accountant and be signed and dated.

(5) The report must be signed—

(a) where the reporting accountant is an individual, by that individual;

(b) where the reporting accountant is a firm, for and on behalf of the firm by an individual authorised to do so.

16C.—(1) The reporting accountant must be either—

(a) a member of a body listed in sub-paragraph (4) who, under the rules of the body—

(i) is entitled to engage in public practice, and

(ii) is not ineligible for appointment as a reporting accountant, or

(b) any person (whether or not a member of any such body) who—

(i) is subject to the rules of any such body in seeking appointment or acting as a statutory auditor under Part 42 of the Companies Act 2006, and

(ii) under those rules, is eligible for such appointment.

(2) In sub-paragraph (1), references to the rules of a body listed in sub-paragraph (4) are to the rules (whether or not laid down by the body itself) which the body has power to enforce and which are relevant for the purposes of Part 42 of the Companies Act 2006 (statutory auditors) or this paragraph.

This includes rules relating to the admission and expulsion of members of the body, so far as relevant for the purposes of that Part or this paragraph.

(3) An individual or a firm may be appointed as a reporting accountant, and section 1216 of the Companies Act 2006 (effect of appointment of partnership) applies to the appointment as reporting accountant of a partnership constituted under the law of England and Wales or Northern Ireland, or under the law of any other country or territory in which a partnership is not a legal person.

(4) The bodies referred to in sub-paragraphs (1) and (2) are—

(a) the Institute of Chartered Accountants in England and Wales,

(b) the Institute of Chartered Accountants of Scotland,

(c) the Institute of Chartered Accountants in Ireland,

(d) the Association of Chartered Certified Accountants,

(e) the Association of Authorised Public Accountants,

(f) the Association of Accounting Technicians,

(g) the Association of International Accountants,

(h) the Chartered Institute of Management Accountants, and

(i) the Institute of Chartered Secretaries and Administrators.

(5) The Secretary of State may by order amend sub-paragraph (4) by adding or removing a body to or from the list in that sub-paragraph or by varying any entry for the time being included in that list.

(6) An order under sub-paragraph (5) shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

(7) A person may not be appointed by a company as reporting accountant if he would be prohibited from acting as auditor of that company by virtue of section 1214 of the Companies Act 2006 (independence requirement).

16D.—(1) The provisions of the Companies Act 2006 listed in sub-paragraph (2) apply to the reporting accountant and a reporting accountant’s report as they apply to an auditor of the company and an auditor’s report on the company’s accounts, subject to any necessary modifications.

(2) The provisions are—

(a) sections 423 to 425 (duty to circulate copies of annual accounts);

(b) sections 431 and 432 (right of member or debenture holder to demand copies of accounts);

(c) sections 434 to 436 (requirements in connection with publication of accounts);

(d) sections 437 and 438 (public companies: laying of accounts before general meeting);

(e) sections 441 to 444 (duty to file accounts with registrar of companies);

(f) section 454(4)(b) and regulations made under that provision (functions of auditor in relation to revised accounts);

(g) sections 499 to 501 (auditor’s right to information);

(h) sections 505 and 506 (name of auditor to be stated in published copies of report).

(3) In sections 505 and 506 as they apply by virtue of this paragraph in a case where the reporting accountant is a firm, any reference to the senior statutory auditor shall be read as a reference to the person who signed the report on behalf of the firm.

16E.  In paragraphs 16A to 16D—

“company” means a company registered under the Companies Act 1985;

“financial year” has the meaning given by section 390 of the Companies Act 2006;

“firm” has the meaning given by section 1173(1) of that Act;

“individual accounts” has the meaning given by section 394 of that Act;

“qualified auditor”, in relation to a company, means a person who—

Broadcasting Act 1996 (c.55)

203.—(1) Schedule 6 to the Broadcasting Act 1996 (c.55) (transfer schemes relating to BBC transmission network: successor companies) is amended as follows.

(2) In paragraph 2(5), for “the Companies Act 1985” substitute “the Companies Act 2006”.

(3) In paragraph 3(1), for “section 263 of the Companies Act 1985” substitute “section 830 of the Companies Act 2006”.

(4) In paragraph 3(2), for “section 264 of the Companies Act 1985” substitute “section 831 of the Companies Act 2006”.

(5) In paragraph 3(6)—

(a) in the definition of “called-up share capital”, for “Companies Act 1985” substitute “Companies Act 2006”;

(b) in the definition of “net assets”, for “section 264 of that Act” substitute “section 831 of the Companies Act 2006”;

(c) in the definition of “undistributable reserves”, for “subsection (3) of that section” substitute “subsection (4) of that section”.

(6) In paragraph 4(1) (distributions by reference to accounts)—

(a) for “sections 270 to 276 of the Companies Act 1985” substitute “sections 836 to 840 of the Companies Act 2006”;

(b) in paragraph (a), for “section 270” substitute “section 836”;

(c) in paragraph (b), for “section 273” substitute “section 839”; and

(d) in the closing words, for “section 226” substitute “section 394”.

(7) In paragraph 4(5), in the definition of “accounting reference period” for “section 224 of the Companies Act 1985” substitute “section 391 of the Companies Act 2006”.

Employment Rights (Northern Ireland) Order 1996 (S.I. 1996/1919 (N.I. 16))

204.  In Article 234(2) of the Employment Rights (Northern Ireland) Order 1996 (transfer to Department of rights and remedies), omit “or any provision of the Companies (Northern Ireland) Order 1986”.

Bank of England Act 1998 (c.11)

205.—(1) In section 7(9) of the Bank of England Act 1998 (application of Companies Act requirements in relation to accounts)—

(a) for “the Companies Act 1985” substitute “the Companies Act 2006”;

(b) for “(except section 232)” substitute “(except sections 412 and 413 (directors’ benefits))”; and

(c) for “section 226(1)” substitute “section 394”.

(2) In section 17(7D) of the Bank of England Act 1998(195) (power to obtain information), for “section 259 of the Companies Act 1985” substitute “section 1161(1) of the Companies Act 2006”.

Petroleum Act 1998 (c.17)

206.  In section 17E(6) of the Petroleum Act 1998(196), in the definition of “accounting information”, for “section 221 of the Companies Act 1985” substitute “section 386 of the Companies Act 2006”.

Government of Wales Act 1998 (c.38)

207.  In section 144(3)(b) of the Government of Wales Act 1998 (accounts, audit and reports)—

(a) for “section 259(1) of the Companies Act 1985” substitute “section 1161(1) of the Companies Act 2006”;

(b) for “section 258” substitute “section 1162”.

Commonwealth Development Corporation Act 1999 (c.20)

208.  In section 26(2) of the Commonwealth Development Corporation Act 1999 (interpretation)—

(a) after “the Companies Act 1985” insert “or the Companies Act 2006”;

(b) for the table at the end of that subsection, substitute—

209.—(1) Part 2 of Schedule 2 to the Commonwealth Development Corporation Act 1999 (modifications of Companies Acts as they apply to the Corporation) is amended as follows.

(2) In paragraph 9(a) (certificate as to share capital), for “section 117 of the Companies Act 1985” substitute “section 761 of the Companies Act 2006”.

(3) In paragraph 11 (accounting reference periods)—

(a) in sub-paragraph (1), for “section 224(2) to (6) of the Companies Act 1985” substitute “section 391(2) to (7) of the Companies Act 2006”;

(b) in sub-paragraph (5), for “section 225 of the Companies Act 1985” substitute “section 392 of the Companies Act 2006”.

(4) In paragraph 12 (status as investment company)—

(a) in sub-paragraph (1), for “Section 266 of the Companies Act 1985” substitute “Section 833 of the Companies Act 2006”;

(b) in sub-paragraph (2)—

(i) for “Section 842(1A)(a) of the Income and Corporation Taxes Act 1988” substitute “Section 834(2)(a) of the Companies Act 2006”, and

(ii) for “section 266(2)(b) of the Companies Act 1985” substitute “section 833(2)(b) of that Act”;

(c) in sub-paragraph (5), in the definition of “investment company”, for “section 266(1) of the Companies Act 1985” substitute “section 833(1) of the Companies Act 2006”.

(5) In paragraph 14, in sub-paragraph (2), after “that section” insert “or section 1063 of the Companies Act 2006 (fees payable to registrar)”.

Greater London Authority Act 1999 (c.29)

210.  In section 233(6) of the Greater London Authority Act 1999 (provision of information to PPP arbiter)—

(a) in the definition of “parent undertaking” and “subsidiary undertaking” for “section 258 of the Companies Act 1985” substitute “section 1162 of the Companies Act 2006”;

(b) in the definition of “participating interest” for “section 260 of that Act” substitute “section 421A of the Financial Services and Markets Act 2000”;

(c) in the definition of “undertaking” for “section 259” substitute “section 1161(1)”.

Financial Services and Markets Act 2000 (c.8)

211.—(1) In section 105 of the Financial Services and Markets Act 2000 (insurance business transfer schemes), for subsections (5) to (7) substitute—

“(5) If the scheme involves a compromise or arrangement falling within Part 27 of the Companies Act 2006 (mergers and divisions of public companies), the provisions of that Part (and Part 26 of that Act) apply accordingly but this does not affect the operation of this Part in relation to the scheme.”.

(2) In section 106 of the Financial Services and Markets Act 2000 (banking business transfer schemes), for subsection (3)(b) substitute—

“(b) the scheme is a compromise or arrangement to which Part 27 of the Companies Act 2006 (mergers and divisions of public companies) applies.”.

(3) In section 112 of the Financial Services and Markets Act 2000 (effect of order sanctioning business transfer scheme)—

(a) in subsection (6), for “the provisions mentioned in subsection (7)” substitute “section 770(1) of the Companies Act 2006” (registration of transfer of shares or debentures);

(b) omit subsection (7);

(c) in subsection (14), for paragraphs (a) and (b) substitute “the Companies Acts (see sections 540 and 738 of the Companies Act 2006).”.

(4) In sections 362(6), 365(7) and 371(5) of the Financial Services and Markets Act 2000 (FSA’s powers to participate in proceedings), for “section 425 of the Companies Act 1985 (or Article 418 of the Companies (Northern Ireland) Order 1986” substitute “section 896 or 899 of the Companies Act 2006”.

212.—(1) In section 420(1) of the Financial Services and Markets Act 2000 (parent and subsidiary undertakings) for “Part VII of the Companies Act 1985 (or Part VIII of the Companies (Northern Ireland) Order 1986)” substitute “the Companies Acts (see section 1162 of, and Schedule 7 to, the Companies Act 2006)”.

(2) In section 421(2) of the Financial Services and Markets Act 2000 (general definition of “group”), for “has the same meaning as in Part VII of the Companies Act 1985 or Part VIII of the Companies (Northern Ireland) Order 1986” substitute “has the meaning given in section 421A”.

(3) After that section, insert—

“Meaning of “participating interest”

421A.—(1) In section 421 a “participating interest” means an interest held by an undertaking in the shares of another undertaking which it holds on a long-term basis for the purpose of securing a contribution to its activities by the exercise of control or influence arising from or related to that interest.

(2) A holding of 20% or more of the shares of an undertaking is presumed to be a participating interest unless the contrary is shown.

(3) The reference in subsection (1) to an interest in shares includes—

(a) an interest which is convertible into an interest in shares, and

(b) an option to acquire shares or any such interest;

and an interest or option falls within paragraph (a) or (b) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued.

(4) For the purposes of this section an interest held on behalf of an undertaking shall be treated as held by it.

(5) In this section “undertaking” has the same meaning as in the Companies Acts (see section 1161(1) of the Companies Act 2006).”.

213.  In Schedule 1 to the Financial Services and Markets Act 2000 (the Financial Services Authority), in paragraph 10(4)(a) for “the 1985 Act” substitute “the Companies Act 2006”.

Government Resources and Accounts Act 2000 (c.20)

214.  In sections 5(4)(a) and 9(5)(a) of the Government Resources and Accounts Act 2000(197), for “section 256 of the Companies Act 1985” substitute “section 464 of the Companies Act 2006”.