Office of Public Sector Information

Charities and Trustee Investment (Scotland) Act 2005 (asp 10)

241.—(1) The Charities and Trustee Investment (Scotland) Act 2005 is amended as follows.

(2) In section 46 (duty of auditors etc to report to OSCR), in subsection (1)—

(a) in paragraph (a), for “Chapter 5 of Part 11 of the Companies Act 1985” substitute “Chapter 2 of Part 16 of the Companies Act 2006”;

(b) omit paragraph (b).

These amendments do not affect the obligations of persons appointed to audit or, as the case may be, report on accounts for financial years beginning before 6th April 2008.

(3) In section 105 (meaning of “control” etc), in subsection (3)—

(a) for “Part 1 of Schedule 13 to the Companies Act 1985” substitute “Schedule 1 to the Companies Act 2006”;

(b) for “section 346(4) (connected persons etc)” substitute “section 254 (directors connected with body corporate)”.

Community Interest Company Regulations 2005 (S.I. 2005/1788)

242.—(1) The Community Interest Company Regulations 2005 are amended as follows.

(2) In regulation 2 (interpretation)—

(a) at the appropriate place insert—

““the 2006 Act” means the Companies Act 2006;”;

(b) in the definition of “distributable profits”(203) omit the words from “and is to be interpreted” to “available for distribution”.

(3) In regulation 26(204) (contents of community interest company report: general), omit paragraphs (1)(c) and (3).

(4) For regulation 29(205) (application of provisions relating to the directors’ report) substitute—

“Application of provisions relating to directors’ report

29.  The following provisions of the 2006 Act apply to the community interest company report as they apply to the directors’ report—

• section 419 (approval and signing);

• sections 423 to 425, 430 to 433 and 436 (publication);

• sections 437 and 438 (public companies: laying before general meeting);

• sections 441 to 448 and 451 to 453 (filing obligations);

• section 454 (voluntary revision).”.

(5) In Schedules 1, 2 and 3(206) (provisions prescribed for memorandum or articles of community interest company), in paragraph 3(5) (meaning of “financial year”), for “section 223 of the 1985 Act or Article 231 of the 1986 Order” substitute “section 390 of the 2006 Act”.

Government of Wales Act 2006 (c.32)

243.—(1) The Government of Wales Act 2006 is amended as follows.

(2) In section 134(5) (accounts of subsidiaries of Welsh Ministers)—

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

(b) in the definition of “parent undertaking”, for “section 258” substitute “section 1162”.

(3) In section 139(5) (accounts of subsidiaries of Assembly Commission)—

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

(b) in the definition of “parent undertaking”, for “section 258” substitute “section 1162”.

(4) In section 141(6)(a) (whole of government accounts: accounting standards), for “section 256 of the Companies Act 1985” substitute “section 464 of the Companies Act 2006”.

Companies Act 2006 (c.46)

244.  In section 458 of the Companies Act 2006 (disclosure of information by tax authorities), after subsection (5) add—

“(6) Where an offence under this section 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.”.

245.  In section 460 of the Companies Act 2006 (restrictions on disclosure of information obtained under compulsory powers), after subsection (5) add—

“(6) Where an offence under this section 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.”.

246.  In section 461(4) of the Companies Act 2006 (permitted disclosure of information obtained under compulsory powers), in paragraph (a)—

(a) for “section 46 of the Companies Act 1989” substitute “section 1252”, and

(b) for “Part 2 of that Act” substitute “Part 42”.

247.  In section 519 of the Companies Act 2006 (statement by auditor to be deposited with company), after subsection (7) add—

“(8) Where an offence under this section 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.”.

248.  In section 521 of the Companies Act 2006 (copy of statement to be sent to registrar), after subsection (5) add—

“(6) Where an offence under this section 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.”.

249.—(1) Section 896 of the Companies Act 2006 (arrangements and reconstructions: court order for holding of meeting) is amended as follows.

(2) In subsection (2), for paragraph (c) (and the word “or” preceding it) substitute—

“(c) if the company is being wound up, the liquidator, or

(d) if the company is in administration, the administrator.”.

(3) After that subsection add—

“(3) Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member of the company being read as references to a creditor).”.

250.—(1) Section 899 of the Companies Act 2006 (arrangements and reconstructions: court sanction for compromise or arrangement) is amended as follows.

(2) In subsection (2), for paragraph (c) (and the word “or” preceding it) substitute—

“(c) if the company is being wound up, the liquidator, or

(d) if the company is in administration, the administrator.”.

(3) After subsection (4) add—

“(5) Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member of the company being read as references to a creditor).”.

251.  In section 938 of the Companies Act 2006 (mergers and divisions of public companies: court order for holding of meeting), after subsection (2) add—

“(3) Section 323 (representation of corporations at meetings) applies to a meeting of creditors under this section as to a meeting of the company (references to a member being read as references to a creditor).”.

Water and Sewerage Services (Northern Ireland) Order 2006 (S.I. 2006/3336 (N.I. 21))

252.—(1) The Water and Sewerage Services (Northern Ireland) Order 2006 is amended as follows.

(2) In Article 268(1) (interpretation), in the definition of “subsidiary undertaking”, for “Article 266 of the Companies Order” substitute “section 1162 of the Companies Act 2006”.

(3) In Article 275 (statutory reserves)—

(a) in paragraph (2)(b), for “Article 271(1) of the Companies (Northern Ireland) Order 1986” substitute “section 830(2) of the Companies Act 2006”;

(b) in paragraph (3)—

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

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

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

(4) In Article 276 (accounts etc of successor company)—

(a) for paragraph (1) substitute—

“(1) The Department shall, as soon as practicable, lay before the Assembly a copy of the documents mentioned in paragraph (2) which are—

(a) if the successor company is a private company, sent to members in accordance with section 423 of the Companies Act 2006, or

(b) if the successor company is a public company, laid before the company in general meeting in accordance with section 437 of that Act,

at a time when the company is wholly owned by the Crown.”;

(b) in the closing words of paragraph (2), for “the Companies Order” substitute “the Companies Act 2006”;

(c) in paragraph (5), for “the Companies Order” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.