Office of Public Sector Information

(3) In subsection (4), for “section 264(3)(d) of the Act of 1985 or Article 272(3)(d) of the Order of 1986” substitute “section 831(4)(d) of the Companies Act 2006”.

(4) In subsection (5)—

(i) for “section 264 of the Act of 1985 or Article 272 of the Order of 1986” substitute “section 831 of the Companies Act 2006”;

(ii) for “section 264(3)(c) of the Act of 1985 or Article 272(3)(c) of the Order of 1986” substitute “section 831(4)(c) of the Companies Act 2006”.

216.  In section 73 of the Postal Services Act 2000 (statutory accounts of the Post Office company), in subsection (4), for “the Companies Act 1985” substitute “the Companies Act 2006”.

217.  In section 77 of the Postal Services Act 2000 (publicity requirements for certain accounts and reports of the Post Office company)—

(a) in subsection (1)(a), for “section 235 of the Companies Act 1985” substitute “section 495 of the Companies Act 2006”;

(b) in subsection (2)—

(i) for “section 234 of the Companies Act 1985” substitute “section 415 of the Companies Act 2006”;

(ii) for “section 234A” substitute “section 419”;

(c) in subsection (4), for “Part VII of the Companies Act 1985” substitute “Part 15 of the Companies Act 2006”.

Transport Act 2000 (c.38)

218.—(1) The Transport Act 2000 is amended as follows.

(2) In section 48 (accounting provisions: interpretation), in subsections (4)(b) and (5), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.

(3) In section 59(5) (securities: other provisions), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.

Housing (Scotland) Act 2001 (asp 10)

219.—(1) Part 2 of Schedule 7 to the Housing (Scotland) Act 2001 (constitution, change of rules, amalgamation and dissolution of registered social landlords) is amended as follows.

(2) In paragraph 6 (company: power to appoint new director), in sub-paragraph (4)(c), for “an extraordinary general meeting” substitute “a general meeting”.

(3) In paragraph 9(4)(b) (industrial and provident society: consent required for winding up resolution to be forwarded to Financial Services Authority together with copy of resolution), for “the Companies Act 1985” substitute “section 30 of the Companies Act 2006 (as it applies by virtue of section 84(3) of the Insolvency Act 1986 and section 55 of the Industrial and Provident Societies Act 1965)”.

(4) In paragraph 10 (arrangement, reconstruction etc of company)—

(a) in sub-paragraph (2), for “section 425 (compromise or arrangement with creditors or members) of that Act” substitute “section 899 of the Companies Act 2006 (court sanction for compromise or arrangement”;

(b) in sub-paragraph (3), for “section 427 (transfer of undertaking or property for purposes of reconstruction or amalgamation) of that Act” substitute “section 900 of the Companies Act 2006 (powers of court to facilitate reconstruction or amalgamation)”.

Open-Ended Investment Companies Regulations 2001 (S.I. 2001/1228)

220.  In regulation 2(3) of the Open-Ended Investment Companies Regulations 2001 (interpretation)—

(a) for “the 1985 Act” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”;

(b) for “that Act” substitute “those Acts”.

221.  In regulation 13(5) of the Open-Ended Investment Companies Regulations 2001 (particulars of directors: meaning of significant transaction), for “section 249AA(5) of that Act” substitute “section 1169(2) of the Companies Act 2006, other than a transaction to which subsection (3) of that section applies”.

222.  In paragraph 11 of Schedule 5 to the Open-Ended Investment Companies Regulations 2001 (auditors)—

(a) in sub-paragraph (1), for “section 390B of the 1985 Act” substitute “section 494 of the Companies Act 2006”;

(b) in sub-paragraph (2)—

(i) for “section 390B of the 1985 Act” substitute “section 494 of the Companies Act 2006”;

(ii) for “section 390B(3)” substitute “section 494(4)”.

223.—(1) Schedule 6 to the Open-Ended Investment Companies Regulations 2001 (mergers and divisions) is amended as follows.

(2) In the opening words of paragraph 2—

(a) for “section 425 of the 1985 Act” substitute “section 896 or 899 of the Companies Act 2006”, and

(b) for “for an order sanctioning” substitute “in respect of”.

(3) In the opening words of paragraph 3—

(a) for “section 425 of the 1985 Act” substitute “section 896 or 899 of the Companies Act 2006”, and

(b) for “for an order sanctioning” substitute “in respect of”.

(4) For paragraph 5, substitute—

“5.  An application made by virtue of paragraph 2 or 3 shall be treated as one to which Part 27 of the Companies Act 2006 applies (mergers and divisions of public companies), and the provisions of that Part and Part 26 of that Act have effect accordingly, subject to paragraph 6.”.

(5) In paragraph 6—

(a) in sub-paragraph (1), for “All the provisions of the 1985 Act” substitute “The provisions of the Companies Act 2006”;

(b) in sub-paragraph (2), for “a Case 1 Scheme, a Case 2 Scheme or a Case 3 Scheme” substitute “a merger by absorption, a merger by formation of a new company or a division”;

(c) in sub-paragraph (3)—

(i) omit paragraph (h);

(ii) in paragraph (i), for “the 1985 Act” substitute “the Companies Act 2006”.

Land Registration Act 2002 (c.9)

224.  In section 91 of the Land Registration Act 2002 (electronic dispositions: formalities), for subsection (9) substitute—

“(9) In relation to the execution of a document by a company in accordance with section 44(2) of the Companies Act 2006 (signature on behalf of the company)—

(a) subsection (4) above has effect in relation to paragraph (a) of that provision (signature by two authorised signatories) but not paragraph (b) (signature by director in presence of witness);

(b) the other provisions of section 44 apply accordingly (the references to a document purporting to be signed in accordance with subsection (2) of that section being read as references to its purporting to be authenticated in accordance with this section);

(c) where subsection (4) above has effect in relation to a person signing on behalf of more than one company, the requirement of subsection (6) of that section is treated as met if the document specifies the different capacities in which the person signs. ”.

Enterprise Act 2002 (c.40)

225.  In section 255(2)(c) of the Enterprise Act 2002 (order for application of law about company arrangements etc to other bodies), for “section 425 of the Companies Act 1985” substitute “Part 26 of the Companies Act 2006”.

Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4))

226.—(1) The Company Directors Disqualification (Northern Ireland) Order 2002 is amended as follows.

(2) In Article 2 (interpretation)—

(a) in paragraph (2)—

(i) in the definition of “the companies legislation”, for “the Companies Orders (except Part V of the Criminal Justice Act 1993 (insider dealing))” substitute “the Companies Acts”;

(ii) omit the definition of “the Companies Orders”;

(iii) at the appropriate place insert—

““the Companies Acts” has the meaning given in section 2 of the Companies Act 2006; ”;

(b) in paragraph (4)—

(i) for “the Companies Orders” substitute “the Companies Acts”;

(ii) for “Article 2(3) of the Companies Order, but also including that Order itself” substitute “section 1171 of the Companies Act 2006”;

(c) for paragraph (5) substitute—

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

(3) In Article 6(3)(b) (disqualification for persistent breaches of companies legislation)—

(a) in sub-paragraph (i), for “Article 250(3) of the Companies Order”, substitute “section 452 of the Companies Act 2006”;

(b) in sub-paragraph (ii), for “Article 253B of the Companies Order” substitute “section 456 of the Companies Act 2006”.

(4) After Article 23 insert—

“Legal professional privilege

23A.  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.”.

(5) In Article 25(4) (application of Order to incorporated friendly societies), for “or the Companies Order” substitute “, the Companies Order or the Companies Act 2006”.

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

(a) in paragraph 4, for sub-paragraph (1), substitute—

“(1) The extent of the director’s responsibility for any failure by the company to comply with any of the following provisions of the Companies Order, namely—

(a) Article 296 (register of directors and secretaries);

(b) Article 360 (obligation to keep up and enter register of members);

(c) Article 361 (location of register of members);

(d) Article 371 (duty of company to make annual returns); and

(e) Articles 405 and 652D (duty of company to deliver particulars of charges on its property).

(1A) 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) in paragraph 4(2), for “(g)”, in both places where it occurs, substitute “(e)”;

(c) for paragraph (5), 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).”;

(d) in paragraph 6, after “the Companies Order” insert “or the Companies Act 2006”;

(e) in paragraph 7, after “the Companies Order” insert “or the Companies Act 2006”.

Energy Act 2004 (c.20)

227.  In sections 29(5) and 30(5) of the Energy Act 2004 (disregard for tax purposes of certain Companies Act provisions), in the definition of “relevant provision”, for “a provision for liabilities or charges as defined in paragraph 89 of Schedule 4 to the Companies Act 1985” substitute “any amount retained as reasonably necessary for the purposes of providing for any liability or loss which is either likely to be incurred, or certain to be incurred but uncertain as to amount or as to the date on which it will arise”.

228.—(1) Schedule 6 to the Energy Act 2004 (structure etc of transferee companies) is amended as follows.

(2) In paragraph 6 (distributable reserves of transferee companies)—

(a) in sub-paragraph (2)(a), for “section 263 of the Companies Act 1985” substitute “section 830 of the Companies Act 2006”;

(b) in sub-paragraph (3), for “section 264 of the Companies Act 1985” substitute “section 831 of the Companies Act 2006”;

(c) in sub-paragraph (8)—

(i) in the definition of “accounting reference period” for “section 224 of the Companies Act 1985” substitute “section 391 of the Companies Act 2006”;

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

(iii) in the definition of “net assets” for “section 264(2)” substitute “section 831(2) of the Companies Act 2006”;

(iv) in the definition of “undistributable reserves” for “section 264(3)” substitute “section 831(4)”.

(3) In paragraph 7 (dividends)—

(a) in sub-paragraph (2)—

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

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

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

(iv) in the closing words, for “section 226” substitute “section 394”;

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

229.  In Schedule 7 to the Energy Act 2004 (finances and accounts of transferee companies)—

(a) in paragraph 8(4), for “the Companies Act 1985” substitute “the Companies Act 2006”;

(b) in paragraph 9(a), for “the Companies Act 1985” substitute “the Companies Act 2006”.

230.  In Schedule 20 to the Energy Act 2004 (conduct of energy administration), in paragraph 16(2), in the substituted paragraph (b) of paragraph 74(6) of Schedule B1 to the 1986 Act, for “section 425 of the Companies Act” substitute “section 899 of the Companies Act 2006”.

Horserace Betting and Olympic Lottery Act 2004 (c.25)

231.—(1) The Horserace Betting and Olympic Lottery Act 2004 is amended as follows.

(2) In section 6 (accounts of successor company to the Tote)—

(a) in subsection (6), for “sections 270 to 276 of the Companies Act 1985” substitute “sections 836 to 840 of the Companies Act 2006”;

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

(3) In section 12 (interpretation) for “the Companies Act 1985” substitute “the Companies Acts (as defined in section 2 of the Companies Act 2006)”.

Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27)

232.—(1) In section 14 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (supervision of accounts and reports of issuers of transferable securities), in subsection (12)(198) (expressions defined by reference to the Financial Services and Markets Act 2000), after “In this section” insert “and sections 15A to 15E below”.

(2) For section 15 of the Companies (Audit, Investigations and Community Enterprise) Act 2004(199) (application of certain company law provisions to bodies appointed under section 14) substitute—

“Application of sections 15A to 15E

15.—(1) The provisions of sections 15A to 15E have effect in relation to bodies appointed under section 14 (supervision of accounts and reports of issuers of transferable securities).

(2) In those sections—

(a) “prescribed body” means a body appointed under that section; and

(b) references to the functions of a prescribed body are to its functions under that section.

Disclosure of information by tax authorities

15A.—(1) The Commissioners for Her Majesty’s Revenue and Customs may disclose information to a prescribed body for the purposes of its functions.

(2) This section applies despite any statutory or other restriction on the disclosure of information.

Provided that, in the case of personal data within the meaning of the Data Protection Act 1998, information is not to be disclosed in contravention of that Act.

(3) Information disclosed to a prescribed body under this section—

(a) may only be used for the purposes of its functions, and

(b) must not be further disclosed except to the person to whom the information relates.

(4) A person who contravenes subsection (3) commits an offence unless—

(a) the person did not know, and had no reason to suspect, that the information had been disclosed under this section, or

(b) the person took all reasonable steps and exercised all due diligence to avoid the commission of the offence.

(5) A person guilty of an offence under subsection (4) is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Northern Ireland, to imprisonment for a term not exceeding three months, or to a fine not exceeding the statutory maximum (or both).

(6) In subsection (5)(b)(i) as it applies in relation to England and Wales in the case of an offence committed before section 154(1) of the Criminal Justice Act 2003 comes into force, for “twelve months” substitute “six months”.

(7) Sections 400, 401 and 403 of the Financial Services and Markets Act 2000 (supplementary provisions relating to offences) apply in relation to an offence under this section.

Power of prescribed body to require documents, information and explanations

15B.—(1) This section applies where it appears to a prescribed body that there is, or may be, a question whether the periodic accounts and reports produced by an issuer of transferable securities comply with any accounting requirements imposed by Part 6 rules.

(2) The prescribed body may require any of the persons mentioned in subsection (3) to produce any document, or to provide any information or explanations, that the body may reasonably require for the purpose of its functions.

(3) Those persons are—

(a) the issuer;

(b) any officer, employee, or auditor of the issuer;

(c) any persons who fell within paragraph (b) at a time to which the document or information required by the prescribed body relates.

(4) If a person fails to comply with such a requirement, the prescribed body may apply to the court.

(5) If it appears to the court that the person has failed to comply with a requirement under subsection (2), it may order the person to take such steps as it directs for securing that the documents are produced or the information or explanations are provided.

(6) A statement made by a person in response to a requirement under subsection (2) or an order under subsection (5) may not be used in evidence against him in any criminal proceedings.

(7) Nothing in this section compels any person to disclose documents or information in respect of which a claim to legal professional privilege (in Scotland, to confidentiality of communications) could be maintained in legal proceedings.

(8) In this section—

“the court” means the High Court or the Court of Session; and

“document” includes information recorded in any form.

Restrictions on disclosure of information obtained under compulsory powers

15C.—(1) This section applies to information (in whatever form) obtained in pursuance of a requirement or order under section 15B (power of prescribed body to require documents etc) that relates to the private affairs of an individual or to any particular business.

(2) No such information may, during the lifetime of that individual or so long as that business continues to be carried on, be disclosed without the consent of that individual or the person for the time being carrying on that business.

(3) This does not apply—

(a) to disclosure permitted by section 15D (permitted disclosure of information obtained under compulsory powers), or

(b) to the disclosure of information that is or has been available to the public from another source.

(4) A person who discloses information in contravention of this section commits an offence, unless—

(a) the person did not know, and had no reason to suspect, that the information had been disclosed under section 15B, or

(b) the person took all reasonable steps and exercised all due diligence to avoid the commission of the offence.

(5) A person guilty of an offence under this section is liable—

(a) on conviction on indictment, to imprisonment for a term not exceeding two years or a fine (or both);

(b) on summary conviction—

(i) in England and Wales or Scotland, to imprisonment for a term not exceeding twelve months or to a fine not exceeding the statutory maximum (or both);

(ii) in Northern Ireland, to imprisonment for a term not exceeding six months, or to a fine not exceeding the statutory maximum (or both).

(6) In subsection (5)(b)(i) as it applies in relation to England and Wales in the case of an offence committed before section 154(1) of the Criminal Justice Act 2003 comes into force, for “twelve months” substitute “six months”.

Permitted disclosure of information obtained under compulsory powers

15D.—(1) The prohibition in section 15C of the disclosure of information obtained in pursuance of a requirement or order under section 15B (power of prescribed body to require documents etc) that relates to the private affairs of an individual or to any particular business has effect subject to the following exceptions.

(2) It does not apply to the disclosure of information for the purpose of facilitating the carrying out by the prescribed body of its functions.

(3) It does not apply to disclosure to—

(a) the Secretary of State,

(b) the Department of Enterprise, Trade and Investment for Northern Ireland,

(c) the Treasury,

(d) the Bank of England,

(e) the Financial Services Authority, or

(f) the Commissioners for Her Majesty’s Revenue and Customs.

(4) It does not apply to disclosure—

(a) for the purpose of assisting a body designated by an order under section 1252 of the Companies Act 2006 (delegation of functions of the Secretary of State) to exercise its functions under Part 42 of that Act (statutory auditors);

(b) with a view to the institution of, or otherwise for the purposes of, disciplinary proceedings relating to the performance by an accountant or auditor of his professional duties;

(c) for the purpose of enabling or assisting the Secretary of State or the Treasury to exercise any of their functions under any of the following—

(i) the Companies Acts (as defined in section 2 of the Companies Act 2006),

(ii) Part 5 of the Criminal Justice Act 1993 (insider dealing),

(iii) the Insolvency Act 1986 or the Insolvency (Northern Ireland) Order 1989,

(iv) the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002,

(v) the Financial Services and Markets Act 2000;

(d) for the purpose of enabling or assisting the Department of Enterprise, Trade and Investment for Northern Ireland to exercise any powers conferred on it by the enactments relating to companies, directors’ disqualification or insolvency;

(e) for the purpose of enabling or assisting the Bank of England to exercise its functions;

(f) for the purpose of enabling or assisting the Commissioners for Her Majesty’s Revenue and Customs to exercise their functions;

(g) for the purpose of enabling or assisting the Financial Services Authority to exercise its functions under any of the following—

(i) the legislation relating to friendly societies or to industrial and provident societies,

(ii) the Building Societies Act 1986,

(iii) Part 7 of the Companies Act 1989,

(iv) the Financial Services and Markets Act 2000; or

(h) in pursuance of any Community obligation.

(5) It does not apply to disclosure to a body exercising functions of a public nature under legislation in any country or territory outside the United Kingdom that appear to the prescribed body to be similar to its functions for the purpose of enabling or assisting that body to exercise those functions.

(6) In determining whether to disclose information to a body in accordance with subsection (5), the prescribed body must have regard to the following considerations—

(a) whether the use which the other body is likely to make of the information is sufficiently important to justify making the disclosure;

(b) whether the other body has adequate arrangements to prevent the information from being used or further disclosed other than—

(i) for the purposes of carrying out the functions mentioned in that subsection, or

(ii) for other purposes substantially similar to those for which information disclosed to the prescribed body could be used or further disclosed.

(7) Nothing in this section authorises the making of a disclosure in contravention of the Data Protection Act 1998.

Power to amend categories of permitted disclosure

15E.—(1) The Secretary of State may by order amend section 15D(3), (4) and (5).

(2) An order under this section must not—

(a) amend subsection (3) of that section (UK public authorities) by specifying a person unless the person exercises functions of a public nature (whether or not he exercises any other function);

(b) amend subsection (4) of that section (purposes for which disclosure permitted) by adding or modifying a description of disclosure unless the purpose for which the disclosure is permitted is likely to facilitate the exercise of a function of a public nature;

(c) amend subsection (5) of that section (overseas regulatory authorities) so as to have the effect of permitting disclosures to be made to a body other than one that exercises functions of a public nature in a country or territory outside the United Kingdom.

(3) The power to make an order under this section is exercisable by statutory instrument subject to annulment in pursuance of a resolution of either House of Parliament.”.

233.  In section 16(2)(c) of the Companies (Audit, Investigations and Community Enterprise) Act 2004(200) (grants to bodies concerned with accounting standards), for “the Companies Act 1985 or the 1986 Order” substitute “the Companies Act 2006”.

234.—(1) Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (community interest companies) is amended as follows.

(2) In section 34(201) (community interest company reports)—

(a) in subsection (2) for the words from the beginning to “treated as” substitute “Regulations must make provision”;

(b) in subsection (3)(c), omit “the 1985 Act, the 1986 Order or”.

(3) In section 43(3)(202) (auditor’s rights to information), for “Sections 398A and 398B of the 1985 Act or Articles 397A and 397B of the 1986 Order” substitute “Sections 499 to 501 of the Companies Act 2006”.

(4) In section 45(3)(b) (appointment of director: statutory power to override restrictions in company’s articles etc), omit “in general meeting”.

(5) In section 53(a) (ceasing to be a community interest company), omit “or a Scottish charity”.

European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326)

235.—(1) The European Public Limited-Liability Company Regulations 2004 are amended as follows.

(2) In regulation 3 (interpretation)—

(a) in paragraph (1), at the appropriate place insert—

““the Companies Acts” has the meaning given by section 2 of the Companies Act 2006; ”;

(b) in paragraph (2), for the words from “listed in the index” to the end substitute “defined for the purposes of the Companies Acts have the same meaning in these Regulations”;

(c) in paragraph (4), for “listed in the index of defined expressions referred to” substitute “defined as mentioned”.

(3) In regulation 13(1) (documents sent to the registrar), for “the 1985 Act” substitute “the Companies Acts”.

(4) In regulation 79(7) (shadow directors as members of supervisory organ), for “section 741(2) of the 1985 Act” substitute “section 251 of the Companies Act 2006”.

(5) In regulation 80 (particulars of members to be registered), in paragraph (5)(a) and (b) for “section 249AA(3) of the 1985 Act” substitute “section 481 of the Companies Act 2006”.

(6) In regulation 83 (accounting reference period and financial year of transferring SE)—

(a) in paragraphs (1)(a) and (3), for “section 224 of the 1985 Act” substitute “section 391 of the Companies Act 2006”;

(b) in paragraph (1)(b), for “section 223 of the 1985 Act” substitute “section 390 of the Companies Act 2006”.

(7) In regulation 88(1) (effect of registration), for “the 1985 Act” substitute “the Companies Acts”.

(8) In regulation 89 (records of a converting SE), for “the 1985 Act” substitute “the Companies Acts”.

(9) In Schedule 4 (application of provisions of 1985 Act and Insolvency Act 1986)—

(a) in the Schedule heading, for “the 1985 Act” substitute “the Companies Acts”;

(b) in paragraph 9(a) and (b), for “section 117 of the 1985 Act” substitute “section 761 of the Companies Act 2006”;

(c) in paragraph 11, for “section 224(3A) of the 1985 Act” substitute “section 391(4) of the Companies Act 2006”.

Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 335)

236.  In regulation 2(3) of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (interpretation), for “used in the 1986 Order have the same meaning as in the 1986 Order” substitute “used in the Companies Acts (as defined in section 2 of the Companies Act 2006) have the same meaning as in the Companies Acts”.

237.  In regulation 13(5) of the Open-Ended Investment Companies Regulations (Northern Ireland) 2004, for “Article 257AA(5) of that Order” substitute “section 1169(2) of the Companies Act 2006, other than a transaction to which subsection (3) of that section applies.”.

238.  In paragraph 11 of Schedule 5 to the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (auditors)—

(a) in sub-paragraph (1), for “Article 398B of the 1986 Order” substitute “section 494 of the Companies Act 2006”;

(b) in sub-paragraph (2)—

(i) for “Article 398B of the 1986 Order” substitute “section 494 of the Companies Act 2006”;

(ii) for “Article 398B(3)” substitute “section 494(4)”.

239.—(1) Schedule 6 to the Open-Ended Investment Companies Regulations (Northern Ireland) 2004 (mergers and divisions) is amended as follows.

(2) In the opening words of paragraph 2—

(a) for “Article 418 of the 1986 Order” substitute “section 896 or 899 of the Companies Act 2006”, and

(b) for “for an order sanctioning” substitute “in respect of”.

(3) In the opening words of paragraph 3—

(a) for “Article 418 of the 1986 Order” substitute “section 896 or 899 of the Companies Act 2006”, and

(b) for “for an order sanctioning” substitute “in respect of”.

(4) For paragraph 5, substitute—

“5.  An application made by virtue of paragraph 2 or 3 shall be treated as one to which Part 27 of the Companies Act 2006 applies (mergers and divisions of public companies), and the provisions of that Part and Part 26 of that Act have effect accordingly, subject to paragraph 6.”.

(5) In paragraph 6—

(a) in sub-paragraph (1), for “All the provisions of the 1986 Order” substitute “The provisions of the Companies Act 2006”;

(b) in sub-paragraph (2), for “a Case 1 Scheme, a Case 2 Scheme or a Case 3 Scheme” substitute “a merger by absorption, a merger by formation of a new company or a division”;

(c) in sub-paragraph (3)—

(i) omit paragraph (h);

(ii) in paragraph (i), for “the 1986 Order” substitute “the Companies Act 2006”.

European Public Limited-Liability Company Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 417)

240.—(1) The European Public Limited-Liability Company Regulations (Northern Ireland) 2004 are amended as follows.

(2) In regulation 3 (interpretation)—

(a) in paragraph (1), at the appropriate place insert—

““the Companies Acts” has the meaning given by section 2 of the Companies Act 2006; ”;

(b) in paragraph (2), for the words from “listed in the index” to the end substitute “defined for the purposes of the Companies Acts have the same meaning in these Regulations”;

(c) in paragraph (4), for “listed in the index of defined expressions referred to” substitute “defined as mentioned”.

(3) In regulation 13(1) (documents sent to the registrar), for “the 1986 Order” substitute “the Companies Acts”.

(4) In regulation 77(6) (shadow directors as members of supervisory organ), for “Article 9(2) of the 1986 Order” substitute “section 251 of the Companies Act 2006”.

(5) In regulation 78 (particulars of members to be registered), in paragraph (4)(a) and (b) for “Article 257AA(4) of the 1986 Order” substitute “section 481 of the Companies Act 2006”.

(6) In regulation 81 (accounting reference period and financial year of transferring SE)—

(a) in paragraphs (1)(a) and (3), for “Article 232 of the 1986 Order” substitute “section 391 of the Companies Act 2006”;

(b) in paragraph (1)(b), for “Article 231 of the 1986 Order” substitute “section 390 of the Companies Act 2006”.

(7) In regulation 86(1) (effect of registration), for “the 1986 Order” substitute “the Companies Acts”.

(8) In regulation 87 (records of a converting SE), for “the 1986 Order” substitute “the Companies Acts”.

(9) In Schedule 4 (application of provisions of 1986 Order and Insolvency (Northern Ireland) Order 1989)—

(a) in the Schedule heading, for “the 1986 Order” substitute “the Companies Acts”;

(b) in paragraph 9(a) and (b), for “Article 127 of the 1986 Order” substitute “section 761 of the Companies Act 2006”;

(c) in paragraph 11, for “Article 232(3A) of the 1986 Order” substitute “section 391(4) of the Companies Act 2006”.