SCHEDULE 1 continued PART 2 continued
““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);”.
109. After that section insert—
119A.—(1) In this Act “associated undertaking”, in relation to a building society, means an undertaking (other than a subsidiary undertaking of the society)—
(a) in which the society (or the group of which the society is a member) holds a participating interest, and
(b) over whose operating and financial policy the society (or group) exercises a significant influence.
(2) A “participating interest” means an interest in the shares of the undertaking held on a long term basis for the purpose of securing a contribution to the activities of the society (or group) by the exercise of control or influence arising from or related to that interest.
(3) For this purpose—
(a) a holding of 20% or more of the shares of an undertaking is presumed to be a participating interest unless the contrary is shown;
(b) an “interest in shares” includes—
(i) an interest that is convertible into an interest in shares, and
(ii) an option to acquire shares or any such interest,
and an interest or option falls within sub-paragraph (i) or (ii) notwithstanding that the shares to which it relates are, until the conversion or the exercise of the option, unissued;
(c) an interest held on behalf of an undertaking is treated as held by it.
(4) A holding of 20% or more of the voting rights in an undertaking is presumed to result in the exercise of such influence as is mentioned in subsection (1)(b), unless the contrary is shown.
(5) For this purpose—
(a) the voting rights in an undertaking means the rights conferred on shareholders in respect of their shares or, in the case of an undertaking not having a share capital, on members, to vote on all, or substantially all, matters affecting the undertaking; and
(b) the provisions of paragraphs 5 to 11 of Schedule 7 to the Companies Act 2006 (rights to be taken into account and attribution of rights) apply in determining whether the society (or the group) holds 20% or more of the voting rights in an undertaking.
(6) References in this section to the group of which the society is a member at any time are to the undertakings that would fall to be included in the consolidation if consolidated group accounts were to be drawn up by the society at that time.
(7) An undertaking is not an “associated undertaking” of a building society for the purposes of this Act if, in such accounts, it would fall to be dealt with as a joint venture (that is, an undertaking managed jointly with one or more undertakings not included in the consolidation).”.
110. In Schedule 10A to the Building Societies Act 1986(145) (emoluments of and dealings with directors and other officers), in paragraph 1(2), in the definition of “shares”, for “section 188(1) of the Companies Act 1985” substitute “section 779(1) of the Companies Act 2006”.
111.—(1) Schedule 10B to the Building Societies Act 1986(146) (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), in each place where it occurs, for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.
(3) In paragraph 9(5) and (6)(b), for “section 258 of the Companies Act 1985” substitute “section 1162 of the Companies Act 2006”.
112. In Article 10 of the Companies (Northern Ireland) Order 1986 (expressions used in connection with accounts)—
(a) in paragraph (1), for “Part VIII (accounts)” substitute “Part 15 of the Companies Act 2006 (accounts and reports)”;
(b) in paragraph (2) (“realised profits” and “realised losses”), for “Article 270(3)” substitute “section 853(4) and (5) of the Companies Act 2006”;
(c) omit paragraph (3)(147).
113. In Article 21(2) of the Companies (Northern Ireland) Order 1986 (particulars of proposed officers to be provided on registration of company), for sub-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.”.
114. In Article 22 of the Companies (Northern Ireland) Order 1986 (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).”.
115. In Article 24(4) of the Companies (Northern Ireland) Order 1986 (effect of registration), for “Article 127 (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)”.
116. In Article 28(2)(a) of the Companies (Northern Ireland) Order 1986 (conditions in memorandum which could have been in articles), for “Part XVIII” substitute “section 996 of the Companies Act 2006”.
117. In Article 53(3) of the Companies (Northern Ireland) Order 1986 (re-registration of private company as public: documents to be delivered to registrar), in sub-paragraph (b), for “Article 272(1)” substitute “section 831 of the Companies Act 2006”.
118. In Article 54(7)(a) of the Companies (Northern Ireland) Order 1986 (consideration for shares recently allotted to be valued: definition of “arrangement”), for “Article 418” substitute “section 899 of the Companies Act 2006”.
119. In Article 55(2) of the Companies (Northern Ireland) Order 1986 (additional requirements relating to share capital), at the end of sub-paragraph (a) insert “(see Chapter 2 of Part 20 of the Companies Act 2006)”.
120.—(1) Article 56(148) of the Companies (Northern Ireland) Order 1986 (meaning of unqualified auditors’ report) is amended as follows.
(2) In paragraph (2), for “in accordance with this Order” substitute “in accordance with the Companies Act 2006”.
(3) In paragraph (3), for “the provisions of this Order”, in both places where it occurs, substitute “the provisions of the Companies Act 2006”.
(4) In paragraph (4)—
(a) for “Article 272(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”.
121. In Article 57(3) of the Companies (Northern Ireland) Order 1986 (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)”.
122. In Article 113(7)(a) of the Companies (Northern Ireland) Order 1986 (non-cash consideration for shares: definition of “arrangement”), for “Article 418” substitute “section 899 of the Companies Act 2006”.
123. In Article 114(2) of the Companies (Northern Ireland) Order 1986 (transfer to public company of non-cash asset: definition of “initial period”), for “Article 127” substitute “section 761 of the Companies Act 2006”.
124. In Article 136 of the Companies (Northern Ireland) Order 1986 (variation of class rights: saving for court’s powers under other provisions)—
(a) for “Article 418 (court control of company compromising with creditors and members)” substitute “section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members)”;
(b) for “Article 420 (company reconstruction or amalgamation)” substitute “section 900 of that Act (powers of court to facilitate reconstruction or amalgamation)”.
125. In Article 141(7) of the Companies (Northern Ireland) Order 1986 (merger relief: definitions), in the definition of “arrangement” in the closing words, for “Article 418 (company compromise with creditors and members)” substitute “section 899 of the Companies Act 2006 (court sanction for compromise or arrangement with creditors or members)”.
126. In Article 153(3)(c) of the Companies (Northern Ireland) Order 1986 (general rule against company acquiring own shares: exceptions), for “Part XVIII” substitute “section 996 of the Companies Act 2006”.
127. In Article 159(1) of the Companies (Northern Ireland) Order 1986 (sanctions for public company failing to apply for re-registration as private company), for “Article 91” substitute “Chapter 1 of Part 20 of the Companies Act 2006”.
128. In Article 162(1) of the Companies (Northern Ireland) Order 1986 (financial assistance by a company for acquisition of own shares: definitions)—
(a) in sub-paragraph (b)(ii), for “Article 284” substitute “section 846 of the Companies Act 2006”;
(b) in sub-paragraph (c), for “Article 271(2)” substitute “section 829 of the Companies Act 2006”.
129. In Article 163 of the Companies (Northern Ireland) Order 1986 (transactions not prohibited by Article 161), in paragraph (3)(e), for “Article 418” substitute “section 899 of the Companies Act 2006”.
130. In Article 172C(149) of the Companies (Northern Ireland) Order 1986 (treasury shares: voting and other rights), in paragraph (3), for “meetings under Article 418” substitute “meetings summoned under section 896 of the Companies Act 2006”.
131. In Article 172F(2)(150) of the Companies (Northern Ireland) Order 1986 of the Companies (Northern Ireland) Order 1986 (treasury shares: proceeds of sale), for “Part IX” substitute “Part 23 of the Companies Act 2006.
132. In Article 181(151)of the Companies (Northern Ireland) Order 1986 (power of private companies to redeem or purchase own shares out of capital), in paragraph (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”.
133. In Article 182(1)(152) of the Companies (Northern Ireland) Order 1986 (availability of profits for private company to redeem or purchase shares out of capital)—
(a) for “Part IX” substitute “Part 23 of the Companies Act 2006”;
(b) for “Articles 278 to 283” substitute “Chapter 2 of that Part”.
134. In Article 191(153) of the Companies (Northern Ireland) Order 1986 (interpretation for Chapter 7 of Part 6), in paragraph (a) (meaning of “distributable profits”) for “Article 271(2)” substitute “section 829 of the Companies Act 2006”.
135.—(1) In Article 240(2) of the Companies (Northern Ireland) Order 1986 (disclosure required in notes to accounts: emoluments and other benefits of directors etc), in the entry 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.
136. In Article 297(154) of the Companies (Northern Ireland) Order 1986 (particulars of directors to be registered), in paragraph (4)(a) for “Article 257AA(4)” substitute “section 481 of the Companies Act 2006”.
137. In Article 298(1) of the Companies (Northern Ireland) Order 1986 (particulars of secretaries to be registered), after “with respect to the secretary” insert “(if any)”.
138. In Article 359(155) of the Companies (Northern Ireland) Order 1986 (particulars in correspondence etc), in paragraph (1)(c), for “as defined in Article 274” substitute “as defined for the purposes of Part 23 of the Companies Act 2006 (see section 833 of that Act)”.
139. In Article 372(1)(c) of the Companies (Northern Ireland) Order 1986 (contents of annual return: particulars of secretary), after “the company secretary” insert “(if any)”.
140. In Article 388(2)(156) of the Companies (Northern Ireland) Order 1986 (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”.
141. After Article 446C of the Companies (Northern Ireland) Order 1986, insert—
446D. Where an offence under any of Articles 441, 442 to 444 and 446B 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.”.
142. In Article 634 of the Companies (Northern Ireland) Order 1986 (registration of joint stock company as public company) in the definition of “undistributable reserves” in paragraph (6), for “Article 272(3)” substitute “section 831(4) of the Companies Act 2006”.
143. In Article 650 of the Companies (Northern Ireland) Order 1986 (Part 23 company’s financial year and accounting reference periods)—
(a) in paragraph (1), for “Articles 231 to 233” substitute “Sections 390 to 392 of the Companies Act 2006”;
(b) in paragraph (3), for “Article 233(4)” substitute “section 392(3)”.
144. In Article 651 of the Companies (Northern Ireland) Order 1986 (delivery to registrar of accounts and reports of Part 23 company), in paragraph (4), for “Article 233” substitute “section 392 of the Companies Act 2006”.
145. In Schedule 1(157) of the Companies (Northern Ireland) Order 1986 (particulars of directors to be contained in statement under Article 21), in paragraph 2(2)(a) for “Article 257AA(4)” substitute “section 481 of the Companies Act 2006”.
146. Omit Part 2 of Schedule 2(158) of the Companies (Northern Ireland) Order 1986 (interpretation of references in Schedule 5 to “beneficial interest”).
147.—(1) Part 2 of Schedule 6(159) of the Companies (Northern Ireland) Order 1986 (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.
148.—(1) In Part 4 of Schedule 9(160) of the Companies (Northern Ireland) Order 1986 (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.
149.—(1) In Schedule 15D(161) of the Companies (Northern Ireland) Order 1986 (exceptions from prohibition of disclosure of information obtained in course of company investigation), in paragraph 1, for “Article 253C” 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.
150. In Part 2 of Schedule 20C(162) of the Companies (Northern Ireland) Order 1986 (delivery of reports and accounts: institutions not required to prepare accounts under parent law)—
(a) in paragraph 10—
(i) in the opening words, for “Articles 231 to 233” substitute “Sections 390 to 392 of the Companies Act 2006”;
(ii) in sub-paragraph (b), for “Article 233(4)” substitute “section 392(3)”;
(b) in paragraph 12(3) for “Article 233” substitute “section 392 of the Companies Act 2006”.
151. In Part 2 of Schedule 20D(163) of the Companies (Northern Ireland) Order 1986 (delivery of reports and accounts: companies not required to make disclosure under parent law)—
(a) in paragraph 9—
(i) in the opening words, for “Articles 231 to 233” substitute “Sections 390 to 392 of the Companies Act 2006”;
(ii) in paragraph (b), for “Article 233(4)” substitute “section 392(3)”;
(b) in paragraph 12(3), for “Article 233” substitute “section 392 of the Companies Act 2006”.
152. In section 33(2) of the Dartford-Thurrock Crossing Act 1988(164) (accounts of person appointed to levy tolls), for “Part VII of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”.
153.—(1) Section 7 of the British Steel Act 1988 (financial structure of the successor company) is amended as follows.
(2) In subsection (2)—
(a) in paragraph (b), for “section 263(1) of the Companies Act 1985” substitute “section 830 of the Companies Act 2006”, and
(b) in the closing words, for “Part VIII of that Act (distribution of profits and assets)” substitute “Part 23 of that Act (distributions)”.
(3) 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)”.
(4) In subsection (7), for “Part VIII of the Companies Act 1985” substitute “Part 23 of the Companies Act 2006”.
(5) In subsection (8), for “the Companies Act 1985” substitute “the Companies Act 2006”.
154. In section 5(3) of the Health and Medicines Act 1988 (accounts of successor company), for “the Companies Act 1985” substitute “the Companies Act 2006”.
155. In section 91(5) of the Water Act 1989 (meaning of “statutory accounts”), for “the Companies Act 1985” substitute “the Companies Act 2006”.
156. In section 80(4) of the Electricity Act 1989 (meaning of “statutory accounts”), for “the Companies Act 1985” substitute “the Companies Act 2006”.
157. In section 82 of the Companies Act 1989(165) (request for assistance by overseas regulatory authority), in subsection (2)(a)(i), after “the Companies Act 1985” insert “or the Companies Act 2006”.
158. In section 87 of the Companies Act 1989 (exceptions from restrictions on disclosure), in the table in subsection (4), for the entries for “a body designated by order under section 46 of this Act”(166) and “a recognised supervisory or qualifying body within the meaning of Part II of this Act” substitute—
| “A body designated by order under section 1252 of the Companies Act 2006. | Functions under Part 42 of the Companies Act 2006. |
| A recognised supervisory or qualifying body within the meaning of Part 42 of the Companies Act 2006. | Functions as such a body.”. |
159.—(1) Section 135 of the Companies Act 1989 (orders imposing restrictions on shares) is amended as follows.
(2) In subsection (1), after “the Companies Act 1985” insert “and the Companies Act 2006”.
(3) In subsection (2)—
(a) omit “section 210(5), section 216(1) and (2)”;
(b) at the end insert “and section 794 of the Companies Act 2006”.
160.—(1) The Local Government and Housing Act 1989(167) is amended as follows.
(2) In section 68 (companies controlled by local authorities), in subsection (6)(g) for “the Companies Act 1985” substitute “the Companies Act 2006”.
(3) In section 69 (companies subject to local authority influence)—
(a) in subsection (4)(a), for “section 152(2) of the Companies Act 1985” substitute “section 677(2) and (3) of the Companies Act 2006”;
(b) for subsection (4)(b) substitute—
“(b) “fixed assets” means assets of a company that are intended for use on a continuing basis in the company’s activities, and “current assets” means assets not intended for such use;”;
(c) in subsection (9), for “the Companies Act 1985” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.
(4) In section 71 (controls of minority interests etc in certain companies)—
(a) in subsections (4) and (5)(a), for “section 375 of the Companies Act 1985” substitute “section 323 of the Companies Act 2006”;
(b) in subsection (8), for “the Companies Act 1985” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.
161.—(1) Regulation 2(1) of the European Economic Interest Grouping Regulations 1989 (interpretation) is amended as follows.
(2) At the appropriate place insert—
““the Companies Acts” has the meaning given by section 2 of the Companies Act 2006; ”.
(3) In the closing words, for “by section 744 of the 1985 Act” substitute “for the purposes of the Companies Acts”.
162. In regulation 8(1) of the European Economic Interest Grouping Regulations 1989 (winding up and conclusion of liquidation), omit “and the 1985 Act”.
163. For regulation 18 of the European Economic Interest Grouping Regulations 1989 (application of the Companies Act 1985) substitute—
18.—(1) The provisions of the Companies Acts specified in Schedule 4 to these Regulations apply to EEIGs, and their establishments, registered or in the process of being registered under these Regulations, as if they were companies formed and registered or in the process of being registered under the 1985 Act.
(2) The provisions applied have effect with the following adaptations—
(a) any reference to the 1985 Act or the Companies Acts includes a reference to these Regulations;
(b) any reference to a registered office includes a reference to an official address;
(c) any reference to a daily default fine shall be omitted.
(3) The provisions applied also have effect subject to any limitations mentioned in relation to those provisions in that Schedule.”.
164.—(1) Schedule 4 to the European Economic Interest Grouping Regulations 1989 (provisions of the Companies Act 1985 applying to EEIGS and their establishments) is amended as follows.
(2) In the Schedule title, for “Companies Act 1985” substitute “Companies Acts”.
(3) Make the existing provisions Part 1 of the Schedule under the heading—
(4) Omit paragraphs 12 and 24.
(5) After that Part, insert—
1. Section 993 (offence of fraudulent trading).
2. Part 36 (offences), so far as it relates to offences under sections applied by regulation 18 above and this Schedule.”.
165.—(1) Paragraph 3 of Schedule A1 to the Insolvency (Northern Ireland) Order 1989(168) (moratorium where directors propose voluntary arrangement: qualifying conditions) is amended as follows.
(2) In sub-paragraph (2)—
(a) in paragraph (a), for “Article 255(3) of the Companies (Northern Ireland) Order 1986” substitute “section 382(3) of the Companies Act 2006”, and
(b) in paragraph (b), for “that Article” substitute “that Act”.
(3) In sub-paragraph (3)—
(a) for “Paragraphs (4), (5) and (6) of Article 255 of that Order” substitute “Section 382(4), (5) and (6) of that Act”, and
(b) for “that Article” substitute “that section”.
(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.
166. In Schedule B1 to the Insolvency (Northern Ireland) Order 1989(169) (administration)—
(a) in paragraphs 50(3)(b) and 74(2)(c), for “Article 418 of the Companies Order (compromise with creditors or members)” substitute “Part 26 of the Companies Act 2006 (arrangements and reconstructions)”;
(b) in paragraph 75(6)(b), for “Article 418 of the Companies Order (compromise with creditors and members)” substitute “Part 26 of the Companies Act 2006 (arrangements and reconstructions)”.
167.—(1) Part 3 of the Insolvency (Northern Ireland) Order 1989 (administration) as it has effect by virtue of—
(a) Article 4(1) of the Insolvency (Northern Ireland) Order 2005(170) (special administration regimes), or
(b) Article 2(3) or (4) of the Insolvency (2005 Order) (Transitional Provisions and Savings) Order (Northern Ireland) 2006(171) (other purposes),
(that is, without the amendments made by the Insolvency (Northern Ireland) Order 2005) is amended as follows.
(2) In Article 21(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 Article 39(3)(a) for “Article 418 of the Companies Order” substitute “Part 26 of the Companies Act 2006”.
168. In Article 102 of the Insolvency (Northern Ireland) Order 1989 (circumstances in which a company may be wound up by the court), in paragraph (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)”.
169. In Article 150A(4)(b) of the Insolvency (Northern Ireland) Order 1989(172) (share of assets for unsecured creditors: exclusion by compromise or arrangement), for “Article 418 of the Companies Order (compromise with creditors and members)” substitute “Part 26 of the Companies Act 2006 (arrangements and reconstructions)”.
170. In Schedule 4 to the Insolvency (Northern Ireland) Order 1989 (categories of preferential debts), in paragraph 14(1)(b) for “Article 205 of the Companies Order” substitute “section 754 of the Companies Act 2006”.
171. After Part 14 of the Insolvency (Northern Ireland) Order 1989 (miscellaneous) insert—
383. The provisions of this Part have effect for the purposes of—
(a) Parts 2 to 7 (company insolvency; companies winding-up),
(b) Articles 2 and 5 to 8 (interpretation), and
(c) Articles 359, 360, 361 and 362 in Part 13.
384.—(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 Order 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 paragraph (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.
385. In proceedings against a person for an offence under this Order nothing in this Order 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.”.
172.—(1) Regulation 2(1) of the European Economic Interest Grouping Regulations (Northern Ireland) 1989 (interpretation) is amended as follows.
(2) At the appropriate place insert—
““the Companies Acts” has the meaning given by section 2 of the Companies Act 2006; ”.
(3) In the closing words, for “by Article 2 of the 1986 Order have the meanings assigned to them by that Article” substitute “for the purposes of the Companies Acts have the same meaning in these Regulations”.
173. For regulation 18 of the European Economic Interest Grouping Regulations (Northern Ireland) 1989 (application of the Companies (Northern Ireland) Order 1986) substitute—
18.—(1) The provisions of the Companies Acts specified in Schedule 4 to these Regulations apply to EEIGs, and their establishments, registered or in the process of being registered under these Regulations, as if they were companies formed and registered or in the process of being registered under the 1986 Order.
(2) The provisions applied have effect with the following adaptations—
(a) any reference to the 1986 Order or the Companies Acts includes a reference to these Regulations;
(b) any reference to a registered office includes a reference to an official address;
(c) any reference to a daily default fine shall be omitted.
(3) The provisions applied also have effect subject to any limitations mentioned in relation to those provisions in that Schedule.”.
174.—(1) Schedule 4 to the European Economic Interest Grouping Regulations (Northern Ireland) 1989 (provisions of the Companies (Northern Ireland) Order 1986 applying to EEIGS and their establishments) is amended as follows.
(2) In the Schedule title, for “Companies (Northern Ireland) Order 1986” substitute “Companies Acts”.
(3) Make the existing provisions Part 1 of the Schedule under the heading—
(4) Omit paragraph 12.
(5) After that Part, insert—
1. Section 993 (offence of fraudulent trading).”.
175. In section 138(3) of the Broadcasting Act 1990 (undistributable reserves of nominated company)—
(a) for “subsection (3)(d) of section 264 of the Companies Act 1985” substitute “section 831(4)(d) of the Companies Act 2006”;
(b) for “subsection (3)(c) of that section” substitute “section 831(4)(c)”.
176.—(1) Part 1 of Schedule 2 to the Broadcasting Act 1990 (restrictions on the holding of licences: general provisions) is amended as follows.
(2) In paragraph 2(1A)(a)(iii)(173) omit “as defined by section 220(1) of the Companies Act 1985”.
(3) In paragraph 2, after sub-paragraph (1A) insert—
“(1AA) In sub-paragraph (1A)(a)(iii), “depositary receipt” means a certificate or other record (whether or not in the form of a document)—
(a) which is issued by or on behalf of a person who holds shares or who holds evidence of the right to receive shares, or has an interest in shares, in a particular body corporate; and
(b) which evidences or acknowledges that another person is entitled to rights in relation to those shares or shares of the same kind, which shall include the right to receive such shares (or evidence of the right to receive such shares) from the person mentioned in paragraph (a).”.
177.—(1) Article 70 of the Companies (No. 2) (Northern Ireland) Order 1990 (orders imposing restrictions on shares) is amended as follows.
(2) In paragraph (1), after “the Companies Order” insert “and the Companies Act 2006”.
(3) In paragraph (2)—
(a) omit “Article 218(5), Article 224(1) and (2)”;
(b) at the end insert “and section 794 of the Companies Act 2006”.
178. In Schedule 2 to the Education (Student Loans) (Northern Ireland) Order 1990 (provisions about loans out of money made available by Department), in paragraph 4(1A) for “Part VIII of the Companies (Northern Ireland) Order 1986” substitute “Part 15 of the Companies Act 2006”.
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”.
Schedule 10A was inserted by the Schedule to S.I. 2004/3380. Back [145]
Schedule 10B was inserted by the Schedule to S.I. 2004/3380. Back [146]
Paragraph 3 was inserted by S.R. (NI) 2003 No 3. Back [147]
Article 56 has been amended by the Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5)). Back [148]
Article 172C was inserted by S.R. (NI) 2004 No 275. Back [149]
Article 172F was inserted by S.R. (NI) 2004 No 275. Back [150]
Article 181(5)(b) has been amended by S.R. (NI) 1997 No 436. Back [151]
Article 182(1) has been amended by the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)). Back [152]
Article 191 has been amended by the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)). Back [153]
Article 297 has been amended by S.R. (NI) 2001 No 153. Back [154]
Article 359 has been amended by S.R. (NI) 2004 No 307. Back [155]
Article 388(2) has been amended by the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), Schedule 4, paragraph 17(9). Back [156]
Paragraph 2(2)(a) of Schedule 1 has been amended by S.R. (NI) 2001 No 153. Back [157]
Paragraph 7 of Schedule 2 has been amended by the Pension Schemes (Northern Ireland) Act 1993 (c.49) and the Pensions (Northern Ireland) Order 1995 (S.I. 1995/3213 (N.I. 22)). Back [158]
Part 2 of Schedule 6 was inserted by the Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5)). Back [159]
Paragraph 3 has been amended by S.I. 2001/3649. Back [160]
Schedule 15D was inserted by the Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005 (S.I. 2005/1967 (N.I. 17)), Schedule 2, paragraph 19. Back [161]
Schedule 20C was inserted by S.R. (NI) 1993 No 198, Schedule 1, paragraph 1. Back [162]
Schedule 20D was inserted by S.R. (NI) 1993 No 198, Schedule 2, paragraph 17. Back [163]
Section 33(2) was substituted by the Companies Act 1989 (c.40), Schedule 10, paragraph 39. Back [164]
Section 82(2)(a) was substituted by S.I. 2001/3649, article 76 and amended by S.I. 2005/1433, Schedule 3. Back [165]
This entry has been amended by the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27), Schedule 2, paragraph 3(b). Back [166]
Sections 68, 69 and 71 have been repealed by the Local Government and Public Involvement in Health Act 2007 (c.28), Schedule 18, Part 16 from a date to be appointed. Back [167]
Schedule A1 was inserted by the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/3152 (N.I. 6)), Schedule 1, paragraph 5. Back [168]
Schedule B1 was inserted by the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)), Schedule 1. Back [169]
S.I. 2005/1455 (N.I. 10). Back [170]
S.R. (NI) 2006 No 22. Back [171]
Article 150A was inserted by the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)), Article 7. Back [172]
Paragraph 2(1A) was inserted by the Broadcasting Act 1996 (c.55), Schedule 2, paragraph 2. Back [173]