Office of Public Sector Information

PART 2 NORTHERN IRELAND

Article 5

SCHEDULE 2 TRANSITIONAL PROVISIONS AND SAVINGS

General saving for existing companies etc

1.—(1) Nothing in the Companies Act 2006(10) affects—

(a) the registration or re-registration of a company under the former Companies Acts, or the continued existence of a company by virtue of such registration or re-registration, or

(b) the application in relation to an existing company of—

(i) Table B in the Joint Stock Companies Act 1856(11),

(ii) Table A in any of the former Companies Acts, or

(iii) the Companies (Tables A to F) Regulations 1985(12) or the Companies (Tables A to F) Regulations (Northern Ireland) 1986(13).

(2) Section 1297(3) of the Companies Act 2006 (continuity of the law: things done under old law to be treated as done under the corresponding provision of the new law) applies—

(a) in relation to a company to which section 675(1) of the 1985 Act or Article 625(1) of the 1986 Order applied (application of Act or Order to companies formed and registered under earlier companies legislation) as if the company had been formed and registered under Part 1 of the 1985 Act or Part 2 of the 1986 Order;

(b) in relation to a company to which section 676(1) of the 1985 Act or Article 626(1) of the 1986 Order applied (application of Act or Order to companies registered but not formed under earlier companies legislation) as if the company had been registered under Chapter 2 of Part 22 of the 1985 Act or Chapter 2 of Part 22 of the 1986 Order;

(c) in relation to a company to which section 677(1) of the 1985 Act or Article 627(1) of the 1986 Order applied (application of Act or Order to companies re-registered under earlier companies legislation) as if the company had been re-registered under Part 2 of the 1985 Act or Part 3 of the 1986 Order.

(3) Nothing in this paragraph or in section 1297(3) of the Companies Act 2006 shall be read as affecting any reference to the date on which a company was registered or re-registered.

Company formation (ss. 7 to 16)

2.—(1) Sections 7 to 16 of the Companies Act 2006 (company formation) apply to applications for registration received by the registrar on or after 1st October 2009.

(2) Any application for registration under those provisions received by the registrar before that date shall not be entertained.

(3) The corresponding provisions of the 1985 Act or 1986 Order continue to apply to an application for registration if—

(a) it is received by the registrar, and

(b) the requirements as to registration are met in relation to it,

before 1st October 2009.

(4) Any application for registration under that Act or Order in relation to which the requirements as to registration are not met before that date shall be treated as withdrawn.

(5) For the purposes of section 1297(3) of the Companies Act 2006 (continuity of the law) as it applies to treat a company formed and registered under Part 1 of the 1985 Act or Part 2 of the 1986 Order as if formed and registered under the corresponding provisions of the Companies Act 2006, the registration of a company on an application to which sub-paragraph (3) above applies is to be regarded as in force and effective immediately before the commencement of Part 1 of the Companies Act 2006.

(6) In the definition of “company” in section 1 of the Companies Act 2006—

(a) the reference to a company formed and registered after the commencement of Part 1 of that Act shall be read as a reference to a company formed and registered on an application to which sub-paragraph (1) above applies, and

(b) the reference to a company formed and registered under the 1985 Act or 1986 Order immediately before the commencement of Part 1 of the Companies Act 2006 includes a company formed and registered on an application to which sub-paragraph (3) above applies.

Articles of association (ss. 18 to 20)

3.—(1) Sections 7 and 8 of the 1985 Act or Articles 18 and 19 of the 1986 Order (articles of association) apply, and sections 18 to 20 of the Companies Act 2006 do not apply, to a company formed and registered under the 1985 Act or 1986 Order on an application to which paragraph 2(3) above applies.

(2) Nothing in section 18(3) of the Companies Act 2006 (articles to be contained in single document divided into consecutively numbered paragraphs) is to be read as affecting the operation of section 28 of that Act (under which certain provisions are to be treated as part of a company’s articles).

Amendment of provisions of articles (ss. 21 and 22)

4.—(1) The power conferred by section 21(1) of the Companies Act 2006 (amendment of company’s articles by special resolution) does not apply—

(a) to provisions of the articles of an existing company that were not capable of being so amended immediately before 1st October 2009; or

(b) to provisions of the articles of a transitional company that were not capable of being so amended under the company’s constitution on its registration or re-registration (as the case may be).

(2) The power conferred by section 22(3)(a) of that Act (amendment of entrenched provisions of articles by agreement of all the members of the company) does not apply—

(a) to provisions of the articles of an existing company that were not capable of being so amended immediately before 1st October 2009; or

(b) to provisions of the articles of a transitional company that were not capable of being so amended under the company’s constitution on its registration or re-registration (as the case may be).

(3) References in this paragraph to provisions of the articles of an existing or transitional company include provisions of the company’s memorandum that are to be treated by virtue of section 28 of that Act as provisions of its articles.

(4) A special resolution passed before 1st October 2009 removing or amending with effect from that date any provision that as from that date is treated by virtue of section 28 of that Act as a provision of the company’s articles, has effect as if passed on that date.

Notice to registrar of existence of restrictions on amendment of articles (s. 23)

5.  Section 23(1)(a) of the Companies Act 2006 (notice to registrar of fact that company’s articles on formation contain provision for entrenchment) does not apply to a transitional company.

Registrar to be sent copy of amended articles (s. 26)

6.—(1) Section 26 of the Companies Act 2006 (registrar to be sent copy of amended articles) applies in relation to amendments taking effect on or after 1st October 2009.

(2) Section 18(2) and (3) of the 1985 Act or Article 29(2) and (3) of the 1986 Order continue to apply in relation to amendments taking effect before that date.

Provisions of memorandum treated as provisions of articles (s. 28)

7.—(1) Section 28 of the Companies Act 2006 (existing companies: provisions of memorandum treated as provisions of articles) applies not only to an existing company but also to a transitional company.

(2) In its application to a transitional company the reference to provisions that were contained in the company’s memorandum immediately before the commencement of Part 3 shall be read as a reference to provisions that are contained in the company’s memorandum on its registration or re-registration (as the case may be).

(3) Subject to sub-paragraphs (1) and (2), in subsection (1) of that section—

(a) “before the commencement of this Part” means before 1st October 2009, and

(b) “after the commencement of this Part” means on or after that date.

8.  Nothing in section 28 of the Companies Act 2006 requires a company to give notice to the registrar of an alteration of its articles.

9.—(1) A company whose articles are deemed by virtue of section 28 of the Companies Act 2006 to contain provisions formerly in its memorandum may comply with any obligation to send a person a copy of its articles—

(a) by appending to a copy of the other provisions of the articles a copy of the provisions of its old-style memorandum that are deemed to be provisions of the articles, or

(b) by sending together with a copy of the other provisions of the articles a copy of its old-style memorandum indicating the provisions that are deemed to be provisions of the articles.

(2) References in sub-paragraph (1) to a company’s “old-style memorandum” are—

(a) in the case of an existing company, to its memorandum of association as it stood immediately before 1st October 2009;

(b) in the case of a transitional company, to its memorandum of association as it stood on its registration or re-registration (as the case may be) apart from the operation of section 28.

10.  Nothing in the Companies Act 2006 shall be read as enabling a company to amend or omit provisions of its articles that were formerly in its memorandum so as to change its status as a limited or unlimited company otherwise than in accordance with the relevant provisions of Part 7 of that Act (re-registration as a means of changing company’s status).

Constitutional documents to be provided to members (s. 32)

11.—(1) Section 32 of the Companies Act 2006 (constitutional documents to be provided to members) applies where the request is received by the company on or after 1st October 2009.

(2) Section 19 of the 1985 Act or Article 30 of the 1986 Order continues to apply where the request was received by the company before that date.

Notice to registrar where company’s constitution altered by enactment (s. 34)

12.—(1) Section 34 of the Companies Act 2006 (notice to registrar where company’s constitution altered by enactment) applies where the enactment in question comes into force on or after 1st October 2009.

(2) Section 18(1) and (3) of the 1985 Act or Article 29(1) and (3) of the 1986 Order continue to apply in relation to alterations made by statutory provisions coming into force before that date.

Notice to registrar where company’s constitution altered by order (s. 35)

13.  Section 35 of the Companies Act 2006 (notice to registrar where company’s constitution altered by order) applies in relation to orders made on or after 1st October 2009.

Documents to be incorporated in or accompany copies of articles issued by company (s. 36)

14.—(1) Section 36 of the Companies Act 2006 (documents to be incorporated in or accompany copies of articles issued by company) applies to copies of a company’s articles issued on or after 1st October 2009.

(2) Section 380(2), (6) and (7) of the 1985 Act or Article 388(2), (6) and (7) of the 1986 Order continue to apply to copies issued before that date.

A company’s capacity (s. 39)

15.—(1) Section 39 of the Companies Act 2006 (a company’s capacity) applies to acts of a company done on or after 1st October 2009.

(2) Section 35 of the 1985 Act or Article 45 of the 1986 Order continues to apply to acts of a company done before that date.

Execution of deeds or other documents by attorney (s. 47)

16.—(1) Section 47 of the Companies Act 2006 (execution of deeds or other documents by attorney) applies where the instrument empowering a person to act as a company’s attorney is executed on or after 1st October 2009.

(2) Section 38 of the 1985 Act or Article 48 of the 1986 Order continues to have effect where the power to act as a company’s attorney was conferred before that date (including in relation to instruments executed by the attorney on behalf of the company on or after that date).

A company’s name (ss. 53 to 81)

17.—(1) The following provisions of the Companies Act 2006 do not affect the continued registration of a company by a name by which it was duly registered—

(a) in the case of an existing company, immediately before 1st October 2009, or

(b) in the case of a transitional company, on its registration or re-registration (as the case may be).

(2) The provisions are—

(a) section 54 (name suggesting connection with government or public authority);

(b) section 55 (other sensitive words or expressions);

(c) section 57 (permitted characters etc);

(d) section 65 (inappropriate use of indications of company type or legal form);

(e) section 66 (name not to be the same as another in registrar’s index).

18.—(1) Sections 54 to 56 of the Companies Act 2006 (sensitive words and expressions) apply to applications for approval received by the Secretary of State on or after 1st October 2009.

(2) Section 29 of the 1985 Act or Article 39 of the 1986 Order continues to apply in relation to applications received by the Secretary of State or the Department of Enterprise, Trade and Investment in Northern Ireland before that date.

19.—(1) Sections 77(1)(a) and 78 of the Companies Act 2006 (change of name by special resolution), and sections 80 and 81 of that Act so far as relating to a change of name by special resolution, apply where—

(a) the resolution is passed on or after 1st October 2009, or

(b) the resolution is passed before that date but no copy of the resolution is received by the registrar under section 30 of that Act (resolution affecting a company’s constitution) before that date.

(2) Section 28(1), (6) and (7) of the 1985 Act or Article 38(1), (6) and (7) of the 1986 Order continue to apply to resolutions of which a copy is received by the registrar before that date.

20.  The provisions of section 31(2) to (4) and (6) of the 1985 Act or Article 41(2) to (4) and (6) of the 1986 Order (power to direct company to change its name so that it ends with “limited”) continue to apply where a direction under section 31(2) or Article 41(2) was given before 1st October 2009.

21.  The provisions of section 32 of the 1985 Act or Article 42 of the 1986 Order (power to require company to abandon misleading name) continue to apply in relation to a direction under that section or Article given before 1st October 2009.

Re-registration as a means of altering a company’s status (ss. 89 to 108)

22.—(1) Sections 89 to 108 of the Companies Act 2006 (re-registration as a means of altering a company’s status) apply to applications for re-registration received by the registrar on or after 1st October 2009.

(2) Any application for re-registration under those provisions received by the registrar before that date shall not be entertained.

(3) The corresponding provisions of the 1985 Act or 1986 Order continue to apply to an application for re-registration if—

(a) it is received by the registrar, and

(b) the requirements for re-registration are met in relation to it,

before 1st October 2009.

(4) Any application for re-registration under that Act or Order in relation to which the requirements as to re-registration are not met before that date shall be treated as withdrawn.

(5) On an application to which sub-paragraph (1) above applies a resolution agreed to, or other thing done, before 1st October 2009 may be relied on for the purpose of meeting the requirements of the Companies Act 2006.

(6) For the purposes of section 1297(3) of the Companies Act 2006 (continuity of the law) as it applies to treat a company re-registered under the 1985 Act or the 1986 Order as if re-registered under the corresponding provisions of the Companies Act 2006, the re-registration of a company on an application to which sub-paragraph (3) above applies is to be regarded as in force and effective immediately before the commencement of Part 7 of the Companies Act 2006.

Register of members: information as to state of register and index (s. 120)

23.  Section 120 of the Companies Act 2006 (information as to state of register or index) applies where a person—

(a) inspects a company’s register of members or index of members’ names on or after 1st October 2009, or

(b) is provided by a company on or after that date with a copy of the company’s register of members or any part of it,

whether the person’s request to inspect, or be provided with a copy, was made before, on or after that date.

Repeal of minimum membership requirement

24.  The repeal of section 24 of the 1985 Act or Article 34 of the 1986 Order (minimum membership for carrying on business) does not affect any liability under that section or Article for debts of the company contracted before 1st October 2009.

Registers of directors and secretaries (ss. 162 and 275)

25.  On and after 1st October 2009 the register of directors and secretaries kept by a company under section 288(1) of the 1985 Act or Article 296(1) of the 1986 Order shall be treated as two separate registers—

(a) a register of directors kept under and for the purposes of section 162 of the Companies Act 2006, and

(b) a register of secretaries kept under and for the purposes of section 275 of that Act.

Particulars to be registered (ss. 163, 164 and 166 and 277 to 279)

26.—(1) Subject to the following provisions, an existing company need not comply with any provision of the Companies Act 2006 requiring the company’s register of directors or secretaries to contain particulars additional to those required by the 1985 Act or the 1986 Order until the earlier of—

(a) the date to which the company makes up its first annual return made up to a date on or after 1st October 2009, and

(b) the last date to which the company should have made up that return.

(2) Sub-paragraph (1) does not apply in relation to a director or secretary of whom particulars are first registered on or after 1st October 2009 (whether the director or secretary was appointed before, on or after that date).

(3) Sub-paragraph (1) ceases to apply in relation to a director or secretary whose registered particulars fall to be altered on or after 1st October 2009 because they have changed (whether the change occurred before, on or after that date).

(4) This paragraph does not affect the particulars required to be included in the company’s annual return.

27.—(1) In the case of an existing company—

(a) the relevant existing address of a director or secretary is deemed, on and after 1st October 2009, to be a service address, and

(b) any entry in the company’s register of directors or secretaries stating that address is treated, on and after that date, as complying with the obligation in section 163(1)(b) or 277(1)(b) of the Companies Act 2006 to state a service address.

(2) The relevant existing address is—

(a) the address that immediately before 1st October 2009 appeared in the company’s register of directors and secretaries as having been notified to the company under section 289(1A) or 290(1A) of the 1985 Act (service address notified by individual applying for confidentiality order in respect of usual residential address), or

(b) if no such address appeared, the address that immediately before that date appeared in the company’s register of directors and secretaries as the director’s or secretary’s usual residential address.

(3) Any notification of a change of a relevant existing address occurring before 1st October 2009 that is received by the company on or after that date is treated as being or, as the case may be, including notification of a change of service address.

(4) The operation of this paragraph does not give rise to any duty to notify the registrar under section 167 or 276 of the Companies Act 2006 (duty to notify registrar of changes in particulars contained in register).

28.—(1) An existing company must remove from its register of directors on 1st October 2009 any entry relating to a shadow director.

(2) Section 167 of the Companies Act 2006 (duty to notify registrar of changes) applies as if the shadow director had ceased to be a director on that date.

29.  The removal by an existing company from its register of directors or secretaries on or after 1st October 2009 of particulars required by the 1985 Act or the 1986 Order but not required by the Companies Act 2006 does not give rise to any duty to notify the registrar under section 167 or 276 of the Companies Act 2006 (duty to notify registrar of changes in particulars contained in register).

Register of directors’ residential addresses (s. 165)

30.—(1) The duty of a company to keep a register of directors’ residential addresses has effect on and after 1st October 2009.

(2) The entry on that register of information that immediately before that date was contained in the company’s register of directors and secretaries does not give rise to any duty to notify the registrar under section 167 of the Companies Act 2006 (duty to notify registrar of changes in particulars contained in register).

Duty to notify registrar of changes (ss. 167 and 276)

31.—(1) Sections 167 and 276 of the Companies Act 2006 (duty to notify registrar of changes) apply in relation to—

(a) a change among a company’s directors or in its secretaries, or

(b) a change in the particulars contained in the register,

occurring on or after 1st October 2009.

(2) Sections 288(2), (4) and (6), 289 and 290 of the 1985 Act or Articles 296(2), (4) and (6), 297 and 298 of the 1986 Order (notification to registrar of changes) continue to apply in relation to a change occurring before that date.

Directors and secretaries: entries on the register of companies

32.—(1) The registrar may make such entries in the register as appear to be appropriate having regard to paragraphs 26 to 30 and the information appearing on the register immediately before 1st October 2009 or notified to the registrar in accordance with paragraph 31(2).

(2) In particular, the registrar may record as a service address—

(a) a relevant existing address (within the meaning of paragraph 27), or

(b) in the case of a company formed and registered on an application to which paragraph 2(3) applies, an address notified to the registrar in connection with that application as a director’s or secretary’s usual residential address.

(3) Any notification of a change of a relevant existing address occurring before 1st October 2009 that is received by the registrar on or after that date is treated as being or, as the case may be, including notification of a change of service address.

Directors’ residential addresses: protection from disclosure (ss. 240 to 246)

33.  Where a director’s usual residential address appears as a service address—

(a) in the company’s register of directors by virtue of paragraph 27, or

(b) in the register of companies by virtue of paragraph 32,

that address is not protected information for the purposes of Chapter 8 of Part 10 of the Companies Act 2006.

34.—(1) Section 242(1) of the Companies Act 2006 (duty of registrar to omit protected information from material available for inspection) does not apply—

(a) to material delivered to the registrar before 1st October 2009, or

(b) to material delivered to the registrar on or after 1st October 2009 by virtue of paragraph 31(2) (notification of change occurring before that date).

(2) In section 242(2)(b) of the Companies Act 2006 (exclusion of material registered before commencement) the reference to things registered before Chapter 8 of Part 10 of that Act comes into force is treated as including anything registered as a result of a notification in accordance with paragraph 31(2) (notification on or after 1st October 2009 of change occurring before that date).

(3) Sub-paragraphs (1) and (2) have effect subject to paragraph 36 below (which provides for the continued protection of information formerly protected by a confidentiality order).

35.  In determining under section 245(1) of the Companies Act 2006 whether to put a director’s usual residential address on the public record, the registrar may take into account only—

(a) communications sent by the registrar on or after 1st October 2009, and

(b) evidence as to the effectiveness of service coming to the registrar’s attention on or after that date.

Continuation of protection afforded by confidentiality orders under the 1985 Act

36.—(1) A director or secretary in relation to whom a confidentiality order under section 723B of the 1985 Act was in force immediately before 1st October 2009 is treated on and after that date as if—

(a) they had made an application under section 1088 of the Companies Act 2006 (application to make address unavailable for public inspection) in respect of any address that immediately before that date was contained in “confidential records” as defined in section 723D(3) of the 1985 Act, and

(b) that application had been determined by the registrar in their favour.

(2) The provisions of regulations under section 1088 relating to decisions of the registrar in favour of an applicant (in particular, as to the duration and revocation of such a decision) apply accordingly.

(3) As those regulations apply in accordance with this paragraph any reference to an offence under section 1112 of the Companies Act 2006 (false statement) shall be read as a reference to an offence under regulations under section 723E(1)(a) of the 1985 Act in relation to the application for the confidentiality order.

37.—(1) A director in relation to whom a confidentiality order under section 723B of the 1985 Act was in force immediately before 1st October 2009 is treated on and after that date as if—

(a) they had made an application under section 243(4) of the Companies Act 2006 (application to prevent disclosure of protected information by registrar to credit reference agency), and

(b) that application had been determined by the registrar in their favour.

(2) The provisions of regulations under section 243(4) relating to decisions of the registrar in favour of an applicant (in particular, as to the duration and revocation of such a decision) apply accordingly.

(3) As those regulations apply in accordance with this paragraph any reference to an offence under section 1112 (false statement) shall be read as a reference to an offence under regulations under section 723E(1)(a) of the 1985 Act in relation to the application for the confidentiality order.

38.  Where a confidentiality order under section 723B of the 1985 Act was in force immediately before 1st October 2009 in relation to a director or secretary of a company—

(a) section 162(5) and (8) of the Companies Act 2006 (inspection of company’s register of directors), or

(b) section 275(5) and (8) of that Act (inspection of company’s register of secretaries),

do not apply in relation to the part of the company’s register containing particulars of the usual residential address of the individual that before that date were protected from disclosure by section 288(5A) of the 1985 Act.

Effect of pending application for confidentiality order

39.—(1) Section 723B(3) to (8) of the 1985 Act (application for confidentiality order) continue to apply in relation to an application for a confidentiality order made before 1st October 2009.

(2) Paragraphs 36 to 38 (continuation of protection afforded by confidentiality orders) apply to a person in respect of whom such an application has been made, and has not been determined or withdrawn, as to a person in relation to whom a confidentiality order was in force immediately before that date.

(3) If the application is dismissed or withdrawn, those paragraphs cease to apply.

(4) If the application is successful those paragraphs continue to apply as in the case of an individual in relation to whom a confidentiality order was in force immediately before 1st October 2009.

Power to make provision for employees on cessation or transfer of business (s. 247)

40.—(1) Section 247 of the Companies Act 2006 (power to make provision for employees on cessation or transfer of business) applies to provision made on or after 1st October 2009 (subject to sub-paragraph (2)(b)).

(2) Section 719 of the 1985 Act or Article 668 of the 1986 Order continues to apply—

(a) to provision made before that date, and

(b) to anything sanctioned in accordance with subsection (3) of that section or paragraph (3) of that Article before that date.

Conversion of shares into stock (s. 540(2) and (3))

41.—(1) Section 540(2) of the Companies Act 2006 (prohibition on conversion of shares into stock) does not affect the conversion of shares into stock in pursuance of a resolution of the company in general meeting passed, or a written resolution agreed to, before 1st October 2009.

(2) The reference in section 540(3) (reconversion) to stock created before the commencement of Part 17 of that Act includes stock created in pursuance of such a resolution.

(3) Section 122(1)(b) and (2) of the 1985 Act or Article 132(1)(b) and (2) of the 1986 Order (notice to registrar of conversion) continue to apply in relation to the conversion of shares into stock under such a resolution.

Saving for provisions as to amount of authorised share capital

42.—(1) This paragraph applies to any provision of a company’s memorandum as to the amount of a company’s authorised share capital that is in force immediately before 1st October 2009, as altered by anything done by virtue of section 121 of the 1985 Act or Article 131 of the 1986 Order (alteration of share capital) and in force immediately before that date.

(2) Any such provision—

(a) is treated on and after 1st October 2009 as a provision of the company’s articles setting the maximum amount of shares that may be allotted by the company, and

(b) may be amended or revoked by the company by ordinary resolution.

(3) Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company’s constitution) applies to any such resolution.

(4) Nothing in sub-paragraph (2) affects the power of a company by special resolution to adopt new articles, with effect from 1st October 2009 or any later date, that make no provision as to the maximum number of shares that may be allotted by the company.

(5) Any such resolution as is mentioned in sub-paragraph (2) or (4) that is passed before 1st October 2009 is treated as passed on that date.

(6) An amendment of a company’s articles on or after 1st October 2009 authorising the directors to allot shares in excess of the amount allowed by any such provision as is mentioned in sub-paragraph (1) has effect although not expressed as amending or revoking it.

Power of directors to allot shares etc: private company with only one class of shares (s. 550)

43.—(1) Section 550 of the Companies Act 2006 (power of directors to allot shares etc: private company with only one class of shares) applies to an existing or transitional company only if the members of the company have resolved that the directors should have the powers given by that section.

(2) A resolution under this paragraph may be an ordinary resolution (even if it takes the form of an alteration of the company’s articles).

(3) Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company’s constitution) applies to any such resolution.

(4) Any such resolution passed before 1st October 2009 is treated as if passed on that date.

(5) Once the members of the company have resolved as mentioned in sub-paragraph (1), the application of section 550 in relation to the company is not affected by any subsequent resolution, except one altering the company’s articles so as to prohibit (to any extent) exercise of the powers mentioned in the section.

44.  For the purposes of section 550 of the Companies Act 2006 provisions of the articles of an existing or transitional company—

(a) authorising the directors to allot shares in accordance with section 80 of the 1985 Act or Article 90 of the 1986 Order, or

(b) added following an elective resolution under section 80A of the 1985 Act or Article 90A of the 1986 Order and authorising the directors to allot shares,

are not to be treated as provisions prohibiting the directors from exercising the powers conferred by section 550 in cases to which the authority does not extend.

Power of directors to allot shares etc: authorisation by company (s. 551)

45.  An authorisation in force immediately before 1st October 2009 under section 80 or 80A of the 1985 Act or Article 90 or 90A of the 1986 Order has effect on and after that date as if given under section 551 of the Companies Act 2006 (power of directors to allot shares etc: authorisation by company).

Registration of allotment (s. 554)

46.  Section 554 of the Companies Act 2006 (registration of allotment) applies to shares allotted on or after 1st October 2009.

Return of allotment (ss. 555 to 557)

47.—(1) Section 555 of the Companies Act 2006 (return of allotment by limited company) applies to shares allotted on or after 1st October 2009.

(2) Section 88 of the 1985 Act or Article 98 of the 1986 Order continues to apply to shares allotted before that date.

48.—(1) Section 556 of the Companies Act 2006 (return of allotment by unlimited company allotting new class of shares) applies to shares allotted on or after 1st October 2009.

(2) Section 128(1), (2) and (5) of the 1985 Act or Article 138(1), (2) and (5) of the 1986 Order continue to apply to shares allotted before that date.

Existing shareholders’ right of pre-emption (ss. 561 to 577)

49.—(1) Section 561 of the Companies Act 2006 (prohibition on allotment unless offers made to existing shareholders) applies to the allotment of shares on or after 1st October 2009.

(2) Where that section applies—

(a) section 562 of that Act (communication of pre-emption offers to shareholders) applies to offers made on or after 1st October 2009, and

(b) section 90 of the 1985 Act or Article 100 of the 1986 Order continues to apply to offers made before that date,

and the requirements of section 561 may be met by offers within paragraph (a) or (b) above.

(3) Section 563 of the Companies Act 2006 (consequences of contravention) applies where section 561 applies and the reference to section 562 of that Act shall be read accordingly as including a reference to section 90 of the 1985 Act or Article 100 of the 1986 Order.

50.—(1) This paragraph applies where provision made by virtue of section 91 of the 1985 Act or Article 101 of the 1986 Order (exclusion of requirements by private company) excluding the requirements of section 89 or 90 or Article 99 or 100 is in force immediately before 1st October 2009.

(2) That provision has effect on and after that date as if it was or, as the case may be, included provision made by virtue of section 567 of the Companies Act 2006 excluding the corresponding requirements of section 561 or 562 of that Act.

51.—(1) Section 568 of the Companies Act 2006 (exclusion of statutory pre-emption right where articles confer corresponding right) applies to the allotment of shares on or after 1st October 2009.

(2) The reference in section 568(3) to section 562 of that Act (communication of pre-emption offers to shareholders) shall be read in relation to offers made before 1st October 2009 as a reference to section 90 of the 1985 Act or Article 100 of the 1986 Order.