Office of Public Sector Information
SCHEDULE 2 continued
(3) Section 563 of the Companies Act 2006 (consequences of contravention) applies in relation to such an offer as if the reference to section 562 of that Act were a reference to section 90 of the 1985 Act or Article 100 of the 1986 Order.
52.—(1) This paragraph applies where provision excluding or modifying section 89(1) of the 1985 Act or Article 99(1) of the 1986 Order has been made by virtue of section 95(1) of the 1985 Act or Article 105(1) of the 1986 Order and is in force immediately before 1st October 2009.
(2) The provision has effect on and after that date as if it had been made by virtue of section 570 of the Companies Act 2006 (disapplication of pre-emption rights: directors acting under general authorisation) and excluded, or made corresponding modifications of, section 561 of that Act.
(3) The power conferred to allot equity securities may accordingly be renewed under section 570(3).
53.—(1) This paragraph applies where a special resolution excluding or modifying section 89(1) of the 1985 Act or Article 99(1) of the 1986 Order has been passed by virtue of section 95(2) of the 1985 Act or Article 105(2) of the 1986 Order and is in force immediately before 1st October 2009.
(2) The resolution has effect on and after that date as if it had been passed by virtue of section 571 of the Companies Act 2006 (disapplication of pre-emption rights by special resolution) and excluded, or made corresponding modifications of, section 561 of that Act.
(3) The resolution may accordingly be renewed under section 571(3).
54.—(1) It is immaterial whether the directors’ statement required before a resolution can be proposed under section 571 of the Companies Act 2006 (disapplication of pre-emption rights by special resolution) is made, or is sent, submitted or circulated as required by subsection (7) of that section before, on or after 1st October 2009.
(2) Section 572 of that Act (criminal liability for false statement) applies to a directors’ statement that is sent, submitted or circulated to a member on or after 1st October 2009.
(3) Section 95(6) of the 1985 Act or Article 105(6) of the 1986 Order applies to a directors’ statement that is circulated or supplied to a member before that date.
55.—(1) This paragraph applies where provision excluding or modifying section 89(1) of the 1985 Act or Article 99(1) of the 1986 Order has been made by virtue of section 95(2A) of the 1985 Act or Article 105(2A) of the 1986 Order and is in force immediately before 1st October 2009.
(2) The provision has effect on and after that date as if it had been made by virtue of section 573 of the Companies Act 2006 (disapplication of pre-emption rights: sale of treasury shares) and excluded, or made corresponding modifications of, section 561 of that Act.
(3) The power conferred to allot equity securities may accordingly be renewed under section 570(3) or, as the case may be, section 571(3).
56.—(1) Sections 578 and 579 of the Companies Act 2006 (public companies: allotment where issue not fully subscribed) apply where the offer is made on or after 1st October 2009, unless a prospectus has been issued before that date.
(2) Sections 84 and 85 of the 1985 Act or Articles 94 and 95 of the 1986 Order continue to apply where the offer was made, or a prospectus issued, before that date.
(3) In the case of an offer made or a prospectus issued on more than one day, the references in this paragraph to the date on which it is made or issued are to the first day on which it was made or issued.
(4) References in this paragraph to a prospectus being issued are to its being made available to the public in accordance with Part 6 of the Financial Services and Markets Act 2000(14).
57.—(1) Section 583(3)(e) of the Companies Act 2006 (meaning of “cash consideration for shares”: other means equivalent to payment in cash) applies only in relation to consideration received in pursuance of an obligation entered into on or after 1st October 2009.
(2) Section 607 of that Act (penalty for contravention of provisions about valuation of non-cash consideration) applies in relation to consideration received in pursuance of an obligation entered into on or after that date.
(3) Section 114 of the 1985 Act or Article 124 of the 1986 Order continues to apply in relation to consideration received in pursuance of an obligation entered into before that date.
58. In section 589(3) and (4) and section 606(2) and (3) of the Companies Act 2006 (power of court to grant relief from liabilities in connection with payment for shares: matters to be taken into account), the words from “having regard to” to the end of the subsection shall be omitted in relation to a decision whether to grant relief in respect of a liability for interest arising before 1st October 2009.
59. The repeal of section 122(1)(a) and (d) and (2) of the 1985 Act or Article 132(1)(a) and (d) and (2) of the 1986 Order (notice to registrar of consolidation and division, or sub-division, of shares) does not affect the operation of those provisions in relation to a consolidation and division, or sub-division, of shares effected before 1st October 2009.
60. The repeal of section 122(1)(c) and (2) of the 1985 Act or Article 132(1)(c) and (2) of the 1986 Order (notice to registrar of reconversion of stock into shares) does not affect the operation of those provisions in relation to a reconversion effected before 1st October 2009.
61. Nothing in section 631 or 634 of the Companies Act 2006 (variation of class rights by company without a share capital) affects a variation of class rights made (in accordance with provision in the company’s memorandum or articles) before 1st October 2009.
62.—(1) Section 636 of the Companies Act 2006 (notice of name or other designation of class of shares) applies where the new name or other designation is assigned on or after 1st October 2009.
(2) Section 128(4) and (5) of the 1985 Act or Article 138(4) and (5) of the 1986 Order continue to apply where the new name or other designation was assigned before that date.
63.—(1) Section 637 of the Companies Act 2006 (notice of particulars of variation of rights attached to shares) applies where the variation is made on or after 1st October 2009.
(2) Section 128(3) and (5) of the 1985 Act or Article 138(3) and (5) of the 1986 Order continue to apply where the variation was made before that date.
64.—(1) Section 638 of the Companies Act 2006 (notice of new class of members) applies where a new class of members is created on or after 1st October 2009.
(2) Section 129(1) and (4) of the 1985 Act or Article 139(1) and (4) of the 1986 Order continue to apply where a new class of members was created before that date.
65.—(1) Section 639 of the Companies Act 2006 (notice of name or other designation of class of members) applies where the name or other designation, or new name or other designation, is assigned on or after 1st October 2009.
(2) Section 129(3) and (4) of the 1985 Act or Article 139(3) and (4) of the 1986 Order continue to apply where the name or other designation, or new name or other designation, was assigned before that date.
66.—(1) Section 640 of the Companies Act 2006 (notice of particulars of variation of class rights) applies where the variation is made on or after 1st October 2009.
(2) Section 129(2) and (4) of the 1985 Act or Article 139(2) and (4) of the 1986 Order continue to apply where the variation was made before that date.
67. The repeal of—
(a) section 120 of the 1985 Act or Article 130 of the 1986 Order (reserve liability of limited company), or
(b) section 124 of the 1985 Act or Article 134 of the 1986 Order (reserve capital of unlimited company),
does not affect the validity of any resolution under those provisions that is in force immediately before 1st October 2009.
68.—(1) Sections 645 to 651 of the Companies Act 2006 (reduction of capital confirmed by the court) apply where an application to the court is made under section 645(1) on or after 1st October 2009.
(2) It is immaterial for the purposes of such an application whether the resolution for reducing share capital was agreed to before, on or after 1st October 2009.
(3) The corresponding provisions of the 1985 Act or the 1986 Order continue to apply where an application to the court has been made under section 136 of that Act or Article 146 of that Order before that date.
(4) For the purposes of an application under section 645(1) any amendments of a company’s memorandum contained in a resolution agreed to before 1st October 2009 are treated as amendments of the company’s articles.
69.—(1) Nothing in section 652 of the Companies Act 2006 (liability of members following reduction of capital) as it applies in relation to a reduction of capital confirmed by the court, or in section 653 of that Act (liability to creditor in case of omission from list of creditors), applies in relation to a reduction of capital in pursuance of an application to the court made before 1st October 2009.
(2) The provisions of section 140 of the 1985 Act or Article 150 of the 1986 Order continue to apply in relation to such a reduction.
70.—(1) Section 662 of the Companies Act 2006 (duty to cancel shares in public company held by or for the company) applies where an event mentioned in section 662(1) or 668(1)(a) to (d) occurs on or after 1st October 2009.
(2) Section 662 also applies where an event mentioned in section 146(1) or 148(1)(a) to (d) of the 1985 Act or Article 156(1) or 158(1)(a) to (d) of the 1986 Order occurred before 1st October 2009, unless before that date—
(a) the company has complied with section 146(2) or Article 156(2), or
(b) the period for compliance specified in section 146(3) or Article 156(3) has expired.
(3) The provisions of the 1985 Act or 1986 Order continue to apply in those cases where section 662 does not apply.
71.—(1) Section 663 of the Companies Act 2006 (notice of cancellation of shares in public company held by or for the company) applies where the shares referred to in subsection (1) of that section are cancelled on or after 1st October 2009.
(2) Section 122(1)(f) and (2) of the 1985 Act or Article 132(1)(f) and (2) of the 1986 Order continue to apply where the shares referred to in section 122(1)(f) or Article 132(1)(f) are cancelled before that date.
72.—(1) Sections 664 to 667 of the Companies Act 2006 (re-registration as private company in consequence of cancellation) apply in any case where section 662 of that Act applies (see paragraph 70(1) and (2) above).
(2) The corresponding provisions of the 1985 Act or 1986 Order continue to apply in any other case.
(3) For the purposes of an application under section 664 made by virtue of paragraph 70(2) above a resolution agreed to before 1st October 2009 under section 147(2) of the 1985 Act or Article 157(2) of the 1986 Order may be treated as if agreed to under section 664(1) and (2) (and as if amendments of the company’s memorandum were amendments of its articles).
73.—(1) Section 686(2) of the Companies Act 2006 (terms allowing for payment on date later than redemption date) applies—
(a) to shares issued on or after 1st October 2009, and
(b) to shares issued before that date where the terms of redemption have been amended on or after that date to allow for payment on a date later than the redemption date.
(2) So much of section 159(3) of the 1985 Act or Article 169(3) of the 1986 Order as requires payment on redemption continues to apply in any other case.
74.—(1) Section 689 of the Companies Act 2006 (notice to registrar of redemption) applies where shares are redeemed on or after 1st October 2009.
(2) Section 122(1)(e) and (2) of the 1985 Act or Article 132(1)(e) and (2) of the 1986 Order continue to apply where shares are redeemed before that date.
75. Where immediately before 1st October 2009 a resolution is in force having been passed under any provision of—
(a) section 164 of the 1985 Act or Article 174 of the 1986 Order (authority for off-market purchase),
(b) section 165 of the 1985 Act or Article 175 of the 1986 Order (authority for contingent purchase contract),
(c) section 166 of the 1985 Act or Article 176 of the 1986 Order (authority for market purchase), or
(d) section 167(2) of the 1985 Act or Article 177(2) of the 1986 Order (release of company’s right to purchase own shares),
the resolution has effect on and after that date as if passed under the corresponding provision of the Companies Act 2006 and may be varied, revoked or renewed from time to time accordingly.
76.—(1) Sections 693(1)(a) and 694 of the Companies Act 2006 (purchase of own shares: authority for off-market purchase) apply—
(a) to contracts entered into on or after 1st October 2009, and
(b) to contracts entered into before that date that—
(i) provide that no shares may be purchased in pursuance of the contract until its terms have been authorised by a special resolution of the company, and
(ii) are authorised by a special resolution passed on or after that date.
(2) Sections 164 and 165 of the 1985 Act or Articles 174 and 175 of the 1986 Order continue to apply to any other contract entered into before that date.
77.—(1) Sections 707 and 708 of the Companies Act 2006 (return to registrar of purchase of own shares and notice of cancellation) apply in relation to shares delivered to the company on or after 1st October 2009.
(2) Section 169 of the 1985 Act or Article 179 of the 1986 Order continues to apply in relation to shares delivered to the company before that date.
78.—(1) Sections 709 to 723 of the Companies Act 2006 (redemption or purchase by private company out of capital) apply where the directors’ statement referred to in section 714 is made on or after 1st October 2009.
(2) Sections 171 to 178 of the 1985 Act or Articles 181 to 188 of the 1986 Order continue to apply where the statutory declaration required by section 173(3) or Article 183(3) was made before that date.
79.—(1) Section 727(1)(a) of the Companies Act 2006 (treasury shares: disposal) applies where the contract for the sale of the shares is entered into on or after 1st October 2009.
(2) Section 162D(1)(a) of the 1985 Act or Article 172D(1)(a) of the 1986 Order continues to apply where the contract for the sale of the shares was entered into before that date.
80.—(1) Section 730 of the Companies Act 2006 (treasury shares: notice of cancellation) applies to shares cancelled on or after 1st October 2009.
(2) Section 169A of the 1985 Act or Article 179A of the 1986 Order continues to apply to shares cancelled before that date.
81.—(1) Sections 854 to 859 of the Companies Act 2006 (a company’s annual return) apply to annual returns made up to a date on or after 1st October 2009.
(2) Sections 363 to 365 of the 1985 Act or Articles 371 to 373 of the 1986 Order continue to apply to annual returns made up to a date before 1st October 2009.
(3) Any reference in the Companies Act 2006 to a company’s last return, or to a return delivered in accordance with Part 24 of that Act, shall be read as including (so far as necessary to ensure the continuity of the law) a return made up to a date before 1st October 2009 or delivered in accordance with the 1985 Act or the 1986 Order.
82.—(1) Sections 860 and 878 of the Companies Act 2006 (charges created by company) apply to charges created on or after 1st October 2009.
(2) The corresponding provisions of the 1985 Act or the 1986 Order continue to apply to charges created before that date.
83.—(1) Sections 862 and 880 of the Companies Act 2006 (charges existing on property acquired) apply to property acquired on or after 1st October 2009.
(2) Sections 400 and 416 of the 1985 Act or Article 407 of the 1986 Order continue to apply to property acquired before that date.
84.—(1) Sections 863 and 882 of the Companies Act 2006 (charge in series of debentures) apply where the first debenture of the series is executed on or after 1st October 2009.
(2) The corresponding provisions of the 1985 Act or the 1986 Order continue to apply where the first debenture of the series is executed before that date.
85.—(1) Section 868 of the Companies Act 2006 (Northern Ireland: registration of certain charges etc affecting land) applies where the date of registration of the charge in the Land Registry is on or after 1st October 2009.
(2) Article 408 of the 1986 Order continues to apply where the date of registration of the charge in the Land Registry is before that date.
86.—(1) Section 871 of the Companies Act 2006 (notice to registrar of appointment of receiver or manager etc) applies where the order or appointment is made, or the receiver or manager ceases to act, on or after 1st October 2009.
(2) Section 405 of the 1985 Act or Article 413 of the 1986 Order continues to apply where the order or appointment is made, or the receiver or manager ceases to act, before that date.
87.—(1) Sections 872 and 887 of the Companies Act 2006 (entries of satisfaction and release) apply to statements delivered to the registrar on or after 1st October 2009.
(2) Section 403 or 419 of the 1985 Act or Article 411 of the 1986 Order continues to apply where the relevant statutory declaration, statement or application and statutory declaration or statement is received by the registrar before that date.
88.—(1) Sections 1012 to 1023 of the Companies Act 2006 (property of dissolved company) apply in relation to the property of a company dissolved on or after 1st October 2009.
(2) The corresponding provisions of the 1985 Act or 1986 Order continue to apply in relation to the property of a company dissolved before that date.
89. The repeal of—
(a) section 651 of the 1985 Act or Article 602 of the 1986 Order (power of court to declare dissolution of company void), or
(b) section 653 of the 1985 Act or Article 604 of the 1986 Order (objection to striking off by person aggrieved),
does not affect an application made under that section or Article before 1st October 2009.
90. Sections 1029 to 1032 of the Companies Act 2006 (restoration to register by the court) apply whether the company was dissolved or struck off the register before, on or after 1st October 2009.
91.—(1) The following provisions apply where the company was dissolved or struck off the register before 1st October 2009.
(2) In section 1029 (application to court for restoration to register), the references in subsection (1) to enactments under which a company may have been dissolved or struck off include corresponding earlier enactments (and for this purpose sections 1000 and 1003 of that Act are regarded as corresponding to sections 652 and 652A of the 1985 Act and Articles 603 and 603A of the 1986 Order).
(3) No application under section 1029 may be made if an application in respect of the same dissolution or striking off has been made under section 653 of the 1985 Act or Article 604 of the 1986 Order (objection to striking off by person aggrieved), and has not been withdrawn.
(4) Section 1030(4) (general time limit of six years) does not enable an application to be made in respect of a company dissolved before 1st October 2007, subject to sub-paragraphs (5) and (6).
(5) If the company was struck off under section 652 or 652A of the 1985 Act or Article 603 or 603A of the 1986 Order, section 1030(4) does not prevent an application being made at any time before—
(a) 1st October 2015 (that is, six years after commencement), or
(b) the expiration of the period of 20 years from publication in the Gazette of notice under the relevant section or Article,
whichever occurs first.
(6) Section 1030(5) (extension of period for application where application for administrative restoration refused) applies in relation to the time limit under sub-paragraph (5) above as in relation to the time limit in section 1030(4).
92.—(1) Section 1034 of the Companies Act 2006 (effect of restoration to the register where property has vested as bona vacantia) applies whenever the company was dissolved.
(2) The following provisions apply where the company was dissolved before 1st October 2009.
(3) The reference in section 1034(1) to section 1012 (property of dissolved company to be bona vacantia) shall be read as a reference to section 654 of the 1985 Act or Article 605 of the 1986 Order (or corresponding earlier provisions).
(4) No deduction is to be made under section 1034(3) (deduction of reasonable costs of Crown representative from amount payable to company) from consideration realised before 1st October 2009.
93.—(1) The provisions of Chapter 1 of Part 33 of the Companies Act 2006 (registration of companies not formed under companies legislation) 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 provisions of Chapter 2 of Part 22 of the 1985 Act or Chapter 2 of Part 22 of the 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) 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 the registration of a company under Chapter 2 of Part 22 of the 1985 Act or Chapter 2 of Part 22 of the 1986 Order as if done under the corresponding provision 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 Chapter 1 of Part 33 of the Companies Act 2006.
94. Any regulations under section 708 of the 1985 Act or Article 657 of the 1986 Order (fees payable to registrar) that are in force immediately before 1st October 2009 have effect on or after that date as if made under section 1063 of the Companies Act 2006.
95. Section 1064 of the Companies Act 2006 (public notice of issue of certificate of incorporation) applies—
(a) to certificates of incorporation issued under that Act, and
(b) to certificates of incorporation issued under the 1985 Act or 1986 Order on or after 1st October 2009.
96. Section 1065 of the Companies Act 2006 (right to be provided with copy of certificate of incorporation) applies to certificates of incorporation whenever issued.
97.—(1) Sections 1068 and 1069 of the Companies Act 2006 (registrar’s requirements as to form, authentication and manner of delivery and power to require delivery by electronic means) apply to documents delivered to the registrar on or after 1st October 2009, except those delivered under saved provisions of the 1985 Act or 1986 Order.
(2) The provisions of the 1985 Act or 1986 Order continue to apply to documents delivered under that Act or Order (before, on or after that date).
(3) Any provision requiring documents to be delivered under the Companies Act 2006 in accordance with the formal requirements applicable under the 1985 Act or 1986 Order does not apply to documents delivered on or after 1st October 2009.
98. Section 1070 of the Companies Act 2006 (agreement for delivery by electronic means) applies to documents delivered to the registrar on or after 1st October 2009.
99.—(1) Section 1071 of the Companies Act 2006 (document not delivered until received) applies in relation to the delivery of a document to the registrar on or after 1st October 2009, except those delivered under saved provisions of the 1985 Act or 1986 Order.
(2) The provisions of the 1985 Act or 1986 Order continue to apply to documents delivered under that Act or Order (before, on or after that date).
100.—(1) Sections 1072 to 1074 of the Companies Act 2006 (requirements for proper delivery) apply to documents delivered to the registrar on or after 1st October 2009, except those delivered under saved provisions of the 1985 Act or 1986 Order.
(2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to the requirements for proper delivery and documents containing unnecessary material) continue to apply to documents delivered under that Act or Order (before, on or after that date).
101.—(1) Section 1075 of the Companies Act 2006 (informal correction of document) applies to all documents delivered to the registrar on or after 1st October 2009, except those delivered under saved provisions of the 1985 Act or 1986 Order.
(2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to documents requiring correction) continue to apply to documents delivered under that Act or Order (before, on or after that date).
102. Section 1076 of the Companies Act 2006 (replacement of document not meeting requirements for proper delivery) applies to documents to which sections 1072 to 1074 of that Act apply.
103.—(1) This paragraph has effect in relation to section 1078 of the Companies Act 2006 (documents subject to the Directive disclosure requirements) and the adaptations of that section made by paragraph 5 of Schedule 1 to the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006(15).
(2) Documents subject to the Directive disclosure requirements by virtue of any such adaptation remain subject to the Directive disclosure requirements notwithstanding that the adaptation has ceased to have effect.
(3) The adaptations continue to have effect in relation to documents delivered to the registrar on or after 1st October 2009 in pursuance of saved provisions of the 1985 Act or 1986 Order.
104. Section 1079 of the Companies Act 2006 (effect of failure to give public notice) continues to have effect as adapted by paragraph 6 of Schedule 1 to the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006 in relation to any amendment before 1st October 2009 of a company’s memorandum.
105.—(1) Section 1081 of the Companies Act 2006 (annotation of the register) applies in relation to documents delivered to and certificates issued by the registrar on or after 1st October 2009, the content of such documents and certificates and material derived from them, subject to sub-paragraph (2)(b) below.
(2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to annotation of the register) continue to apply in relation to—
(a) documents delivered to and certificates issued by the registrar before 1st October 2009, the content of such documents and certificates and material derived from them, and
(b) documents delivered to and certificates issued by the registrar under the 1985 Act or 1986 Order on or after that date by virtue of a transitional provision or saving, the content of such documents and certificates and material derived from them.
106.—(1) Section 1093 of the Companies Act 2006 (registrar’s notice to resolve inconsistency on the register) applies, subject to sub-paragraph (2)(b) below, where—
(a) a document is delivered to the registrar on or after 1st October 2009, and
(b) it appears to the registrar that the information contained in the document is inconsistent with other information on the register.
(2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to inconsistencies on the register) continue to apply in relation to documents—
(a) delivered to the registrar before 1st October 2009, or
(b) delivered to the registrar under the 1985 Act or 1986 Order on or after that date by virtue of a transitional provision or saving.
107.—(1) Sections 1094 to 1098 of the Companies Act 2006 (removal of material from the register) apply in relation to documents delivered to and certificates issued by the registrar on or after 1st October 2009, the content of such documents and certificates and material derived from them, subject to sub-paragraph (2)(b) below.
(2) The provisions of the 1985 Act or 1986 Order (and the registrar’s former practice with respect to removal of material from the register) continue to apply in relation to—
(a) documents delivered to and certificates issued by the registrar before 1st October 2009, the content of such documents and certificates and material derived from them, and
(b) documents delivered to and certificates issued by the registrar under the 1985 Act or 1986 Order on or after that date by virtue of a transitional provision or saving, the content of such documents and certificates and material derived from them.
108. Sections 1108 to 1110 of the Companies Act 2006 (transliteration of names and addresses) apply in relation to all documents delivered to the registrar on or after 1st October 2009.
109. Section 1112 of the Companies Act 2006 (general false statement offence) applies to documents delivered, and statements made, on or after 1st October 2009 otherwise than for the purposes of a saved provision of the 1985 Act or 1986 Order.
110.—(1) The repeal of sections 4 to 6 of the 1985 Act or Articles 15 to 17 of the 1986 Order (resolution to alter company’s objects: procedure for objecting to alteration) does not affect the application of those provisions in relation to a resolution agreed to before 1st October 2009.
(2) Where an application is made under section 5 of the 1985 Act or Article 16 of the 1986 Order (application to court for cancellation of alteration) and on or after 1st October 2009—
(a) the alteration is confirmed (either wholly or in part) by the court, or
(b) the court by order alters the company’s memorandum under section 5(5) or Article 16(5) (alteration in consequence of provision for purchase by company of shares of members of the company),
the alteration has effect, in accordance with section 28 of the Companies Act 2006 (provisions of memorandum treated as provisions of articles), as an alteration of the company’s articles of association.
111.—(1) The repeal of section 710A of the 1985 Act or Article 659A of the 1986 Order (provision and authentication by registrar of documents in non-legible form) does not affect the application of those provisions on or after 1st October 2009 in relation to saved provisions of that Act or Order.
(2) Section 1115(2) of the Companies Act 2006 (authentication in manner specified by registrar’s rules) does not apply to a document in relation to which section 710A(2) of the 1985 Act or Article 659A(2) of the 1986 Order applies.
112. Sections 1154 and 1155 of the Companies Act 2006 (duty to notify registrar of certain appointments etc) apply in relation to appointments made on or after 1st October 2009.
113. Section 1283 of the Companies Act 2006 (amendment of memorandum or articles of commonhold association) applies to amendments made on or after 1st October 2009.
114.—(1) The extension to Northern Ireland by section 1284 of the Companies Act 2006 of Parts 14 and 15 of the 1985 Act (company investigations) has effect to enable the exercise of the powers conferred by those Parts in relation to companies registered in Northern Ireland, and otherwise in relation to Northern Ireland, on and after 1st October 2009.
(2) Parts 15 and 16 of the 1986 Order, and any other provision of that Order having effect for the purposes of Part 15, continue to apply (subject to sub-paragraph (3) below)—
(a) in relation to inspectors appointed under Part 15 before 1st October 2009 and matters arising in connection with or in consequence of any such appointment or any report of inspectors so appointed;
(b) in relation to any exercise before 1st October 2009 of any power of the Department of Enterprise, Trade and Investment in Northern Ireland not within paragraph (a), and matters arising in connection with or in consequence of any such exercise.
(3) A direction in force immediately before 1st October 2009 under Article 438(1A) or 449(1A) of the 1986 Order (direction limiting or relaxing restrictions on shares) shall continue in force and have effect on and after that date as if made under the corresponding provision of Part 14 of the 1985 Act, and the provisions of Part 15 of that Act shall apply accordingly.
115.—(1) Any saving in this Schedule for the effect of a provision of the 1985 Act or 1986 Order requiring use of a prescribed form extends to the form and the power under which it is prescribed.
(2) Any saving in this Schedule for the effect of a provision of the 1985 Act or 1986 Order requiring a document to be delivered to the registrar extends to section 707B of the 1985 Act or Article 656B of the 1986 Order (delivery to the registrar using electronic communications) so far as relating to the provision in question and the delivery of documents under it.
116.—(1) The repeal of any provision of the 1985 Act or 1986 Order creating an offence does not affect the continued operation of that provision in relation to an offence committed before 1st October 2009.
(2) Any saving in this Schedule for the effect of a provision of the 1985 Act or 1986 Order that creates an offence extends to the entry relating to that provision in Schedule 24 to that Act or Schedule 23 to that Order (punishment of offences).
(3) References in this paragraph to provisions of the 1985 Act or 1986 Order include provisions of regulations or orders made under that Act or Order.
The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008