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EXPLANATORY NOTE

(This note is not part of the Order)

This is the seventh Commencement Order made under the Companies Act (c.46). Part 47 and certain provisions in Parts 43, 44 and 46 of the Act came into force on the passing of the Act.

Article 2 brings into force on 1st October 2008—

• provisions about the reduction of the share capital of private companies supported by a solvency statement;

• a provision about the treatment of reserves arising from the reduction by any means of the capital of any company with a share capital;

• provisions about share premium account, liability of members following reduction of capital and capital redemption reserve so far as relating to a reduction of capital supported by a solvency statement;

• the extension of the Act to Northern Ireland so far as necessary for the purposes of the above provisions;

• the extension to Northern Ireland of enactments about limited liability partnerships (LLPs) previously extending only to Great Britain so far as they relate to the application to LLPs of Parts 15 (accounts and reports), 16 (audit) and 42 (statutory auditors) of the Act;

• the repeal of the second sentences of section 141(4) of the Companies Act 1989(10) and Article 75(4) of the Companies (No. 2) (Northern Ireland) Order 1990, which prevent the restoration to the register of companies dissolved before 16th November 1969 (under the 1989 Act) or 11th March 1971 (under the 1990 Order);

• the amendment of the definition of “regulated market” in section 103(1) of the Financial Services and Markets Act 2000.

Articles 3, 4 and 5 make transitional adaptations of the provisions being brought into force by article 2(a) and (b), so that they can be read with provisions of the Companies Act 1985 and the Companies (Northern Ireland) Order 1986 which have not yet been replaced by other provisions of the 2006 Act.

Article 6 provides that if a provision being brought into force by this Order uses an expression defined in a provision of the 1985 Act or the 1986 Order which is still in force, that definition applies until it is repealed and replaced by the corresponding definition in the 2006 Act.

Article 7 makes transitional provisions.

Article 8 amends (on 11th August 2008) the Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007 by inserting an additional transitional provision about the rights of resigning auditors.

NOTE AS TO EARLIER COMMENCEMENT ORDERS

(This note is not part of the Order)

The provisions of the Companies Act 2006 in respect of which an entry is made in the table below have been brought into force on the date specified alongside their entry in the second column, by the statutory instrument specified in the third column.