Office of Public Sector Information
SCHEDULE 1 continued
(3) In section 437 (inspectors’ reports), after subsection (2) insert—
“(2A) If the company is registered under the Companies Act 2006 in Northern Ireland, the Secretary of State must send a copy of any interim or final report by the inspectors to the Department of Enterprise, Trade and Investment in Northern Ireland.”.
(4) In section 441(1) (inspectors’ report to be evidence) after “section 8 of the Company Directors Disqualification Act 1986” insert “or Article 11 of the Company Directors Disqualification (Northern Ireland) Order 2002”.
(5) In section 447A(3) (information provided in pursuance of requirement: offences excepted from general rule that answers not admissible in criminal proceedings), after paragraph (c) insert—
“, or
(d) an offence under Article 10 of the Perjury (Northern Ireland) Order 1979 (false statements made otherwise than on oath).”.
(6) In section 448A (disclosure of information)—
(a) in subsection (3) after “enactment” insert “whenever passed or made”;
(b) for subsection (5) substitute—
“(5) In this section “enactment” has the meaning given by section 1293 of the Companies Act 2006.”.
(7) In section 453 (investigation of oversea companies)—
(a) in the heading for “oversea” substitute “overseas”;
(b) in subsection (1) for “Great Britain”, in both places where it occurs, substitute “the United Kingdom”.
58.—(1) Schedule 15D to the Companies Act 1985 (permitted disclosures) is amended as follows.
(2) In paragraph 9 (functions of Secretary of State or Treasury)—
(a) for paragraph (a) substitute—
“(a) the Companies Acts (as defined in section 2(1) of the Companies Act 2006);”;
(b) for paragraph (b) substitute—
“(b) Part 5 of the Criminal Justice Act 1993 (insider dealing);”;
(c) after paragraph (d) insert—
“(da) Part 42 of the Companies Act 2006 (statutory auditors);”;
(d) for paragraph (e) substitute—
“(e) Parts 3 and 7 of the Companies Act 1989 (investigations and powers to obtain information and financial markets and insolvency);”.
(3) In paragraph 34 (bodies designated to exercise functions of Secretary of State in relation to statutory auditors)—
(a) for “section 46 of the Companies Act 1989” substitute “section 1252 of the Companies Act 2006”, and
(b) for “Part 2 of that Act” substitute “Part 42 of that Act (statutory auditors)”.
(4) In paragraph 35 (recognised supervisory or qualifying bodies for statutory auditors) for “Part 2 of the Companies Act 1989” substitute “Part 42 of the Companies Act 2006”.
(5) In paragraph 38 (recognised professional bodies for insolvency practitioners) after “section 391 of the Insolvency Act 1986” insert “or Article 350 of the Insolvency (Northern Ireland) Order 1989”.
(6) In paragraph 42 (directors’ disqualification) after “section 6, 7 or 8 of the Company Directors Disqualification Act 1986” substitute “or Article 9, 10 or 11 of the Company Directors Disqualification (Northern Ireland) Order 2002”.
59. In section 6 of the Oil and Pipelines Act 1985 (interpretation), in the definition of “subsidiary” and “wholly owned subsidiary” for “shall be construed in accordance with section 736 of the Companies Act 1985” substitute “have the meanings given by section 1159 of the Companies Act 2006”.
60. In section 6(2) of the Bankruptcy (Scotland) Act 1985 (sequestration of other estates: cases where sequestration not competent), for paragraph (a) substitute—
“(a) a company registered under the Companies Act 2006; or”.
61. In section 137(1) of the Transport Act 1985 (general interpretation), in the definition of “equity share capital” for “has the meaning given in the Companies Act 1985” substitute “has the same meaning as in the Companies Acts (see section 548 of the Companies Act 2006)”.
62.—(1) The Housing Act 1985 is amended as follows.
(2) In section 6A (meaning of “Relevant Authority” in relation to housing associations), in subsection (2)(c) and subsection (4) for “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”.
(3) In section 27AB (management agreements with tenant management organisations), in subsection (8) (meaning of “registered”) for “the Companies Act 1985” substitute “the Companies Act 2006”.
(4) In section 51(5) (meaning of “qualified accountant”: associated companies), for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
(5) In section 171B (extent of preserved right: qualifying persons and dwelling-houses), in the second sentence of subsection (6) (meaning of “connected company”) for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
(6) In section 622(1) (minor definitions: general), in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
63.—(1) The Housing Associations Act 1985 is amended as follows.
(2) In section 101 (Part 3: minor definitions), in the definition of “subsidiary”, for “section 736 of the Companies Act” substitute “section 1159 of the Companies Act 2006”.
(3) In the table in section 102 (Part 3: index of defined expressions), omit the entry for the Companies Act.
(4) In section 106(2) (general definitions for Scotland), omit the definition of “the Companies Act”.
64. In section 28(5) of the Landlord and Tenant Act 1985 (meaning of “qualified accountant”: whether companies associated), for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
65.—(1) The Betting, Gaming, Lotteries and Amusements (Northern Ireland) Order 1985 is amended as follows.
(2) In Article 7(5) (persons disqualified for obtaining and holding bookmaker’s licence), for sub-paragraph (d) substitute—
“(d) a body corporate other than a company registered under the Companies Act 2006 in Northern Ireland.”.
(3) In Article 61(5) (persons disqualified for obtaining and holding bingo club licence), for sub-paragraph (d) substitute—
“(d) a body corporate other than a company registered under the Companies Act 2006 in Northern Ireland.”.
(4) In Article 84(4) (persons disqualified for obtaining and holding gaming machine certificate or permit), for sub-paragraph (d) substitute—
“(d) a body corporate other than a company registered under the Companies Act 2006 in Northern Ireland.”.
(5) In Article 109(2) (persons to whom amusement permits may be granted), for the words from “a body corporate” to “that Order” substitute “a company registered under the Companies Act 2006 in Northern Ireland”.
(6) In Article 141(4) (persons disqualified for obtaining and holding lottery certificate), for sub-paragraph (d) substitute—
“(d) a body corporate other than a company registered under the Companies Act 2006 in Northern Ireland.”.
(7) In Article 155(2) (persons to whom pleasure permits may be granted), for the words from “a body corporate” to “that Order” substitute “a company registered under the Companies Act 2006 in Northern Ireland”.
66. For Article 68 of the Credit Unions (Northern Ireland) Order 1985 substitute—
68.—(1) A credit union may be dissolved—
(a) on its being wound up in pursuance of an order or resolution made as is directed in regard to companies by the Insolvency (Northern Ireland) Order 1989, or
(b) in accordance with Article 70, by an instrument of dissolution to which not less than three-fourths of the members of the credit union have given their consent testified by their signatures to the instrument.
(2) The provisions of the Insolvency (Northern Ireland) Order 1989 applied by paragraph (1)(a) have effect as if the credit union were a company, but any reference to the registrar of companies shall be read as a reference to the registrar within the meaning of this Order.
(3) A copy of any resolution passed for the voluntary winding up of a credit union must be sent by the credit union to the registrar within 15 days after it is passed.
For the purposes of Article 73 (offences by credit unions, officers etc) as it applies in relation to a failure to comply with this paragraph, a liquidator of the credit union shall be treated as an officer of it.
(4) A copy of any such resolution must be annexed to every copy of the registered rules of the credit union issued after the passing of the resolution.
(5) This section has effect subject to Article 71 (restriction on dissolution or cancellation of registration).”.
67. In section 9 of the Atomic Energy Authority Act 1986 (interpretation), in the definition of “subsidiary” and “wholly owned subsidiary” for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
68.—(1) The Airports Act 1986 is amended as follows.
(2) In section 13(2) (transfer of airport undertakings of local authorities to companies owned by such authorities), for “the Companies Act 1985” substitute “the Companies Act 2006”.
(3) In section 26(2)(a) (avoidance of restrictions on transfer of securities of public airport companies), for “memorandum or articles of association” substitute “ articles of association”.
(4) In section 41(4)(b)(iii) (discretionary conditions: level of borrowing appropriate having regard to equity share capital), for “the Companies Act 1985” substitute “the Companies Acts (see section 548 of the Companies Act 2006)”.
(5) In section 82(1) (general interpretation)—
(a) in the definition of “the registrar of companies” for “the Companies Act 1985” substitute “the Companies Acts (see section 1060 of the Companies Act 2006)”;
(b) in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
69. In section 3(1)(b) of the Protection of Military Remains Act 1986 (persons liable where offence committed in international waters), for sub-paragraph (iv) substitute—
“(iv) a company registered under the Companies Act 2006.”.
70.—(1) The Gas Act 1986 is amended as follows.
(2) In section 33F(10) (information about directors’ remuneration: interpretation), for the definition of “company” substitute—
““company” means a company (as defined in section 1(1) of the Companies Act 2006) that—
is limited by shares, and
has its registered office in Great Britain.”.
(3) In section 48(1) (interpretation of Part 1), in the definition of “holding company” for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
(4) In section 51 (initial government holding in successor company), in subsection (4)(b) (shares to be treated as fully paid up) for “the Companies Act 1985” substitute “the Companies Act 2006”.
(5) In section 55(3) (statutory reserve of successor company)—
(a) for “section 264(3)(d) of the Companies Act 1985” substitute “section 831(4)(d) of the Companies Act 2006”, and
(b) for “section 264(3)(c)” substitute “section 831(4)(c)”.
(6) In section 61(1) (interpretation of Part 2), in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
71.—(1) Part 1 of the Insolvency Act 1986 (company voluntary arrangements) is amended as follows.
(2) In section 1(4) (meaning of “company”), for paragraph (a) substitute—
“(a) a company registered under the Companies Act 2006 in England and Wales or Scotland;”.
(3) In section 7A (prosecution of delinquent officers of company)—
(a) in subsection (3) for “the Companies Act” substitute “the Companies Act 1985”;
(b) in subsection (4) for “the Companies Act” substitute “the Companies Acts”.
(4) In Schedule A1 (moratorium where directors propose voluntary arrangement)—
(a) in paragraph 3 (qualifying conditions for moratorium), after sub-paragraph (5) insert—
“(6) Expressions used in this paragraph that are defined expressions in Part 15 of the Companies Act 2006 (accounts and reports) have the same meaning in this paragraph as in that Part.”;
(b) in paragraphs 20(8) and 34(2), for “an office copy” substitute “a copy”.
72. In Part 2 of the Insolvency Act 1986 (administration), in paragraph 111(1A) of Schedule B1 (meaning of “company”), for paragraph (a) substitute—
“(a) a company registered under the Companies Act 2006 in England and Wales or Scotland,”.
73.—(1) Part 2 of the Insolvency Act 1986 (administration) as it has effect by virtue of—
(a) section 249(1) of the Enterprise Act 2002 (special administration regimes), or
(b) paragraph 3(2) or (3) of the Enterprise Act 2002 (Commencement No. 4 and Transitional Provisions and Savings) Order 2003 (other purposes),
(that is, without the amendments made by the Enterprise Act 2002) is amended as follows.
(2) In section 14(4) (general powers)—
(a) for “the Companies Act” substitute “the Companies Acts”;
(b) for “the memorandum or articles of association” substitute “the company’s articles”.
(3) In sections 15(7), 18(4), 21(2), 24(2) and 27(6) (which impose duties to send a copy of a court order to the registrar of companies), for “an office copy” substitute “a copy”.
74.—(1) Part 3 of the Insolvency Act 1986 (receivership) is amended as follows.
(2) For section 28 (extent of Chapter 1) substitute—
28.—(1) In this Chapter “company” means a company registered under the Companies Act 2006 in England and Wales or Scotland.
(2) This Chapter does not apply to receivers appointed under Chapter 2 of this Part (Scotland).”.
(3) In section 29(1) (definitions: references to receiver or manager), in paragraphs (a) and (b) omit “the Companies Act or”.
(4) In section 43 (power to dispose of charged property), in subsection (5) (duty to send copy of court order to registrar of companies) for “An office copy” substitute “A copy”.
(5) In section 51(1) (power to appoint receiver under law of Scotland), for “a company within the meaning of the Companies Act” substitute “a company registered under the Companies Act 2006”.
(6) In section 61(6) (disposal of interest in property: copy of authorisation to be sent to registrar of companies), omit “certified by the clerk of the court”.
(7) In section 70(1) (interpretation for Chapter 2)—
(a) in the definition of “company” for “a company within the meaning of the Companies Act” substitute “a company registered under the Companies Act 2006”;
(b) in the definition of “register of charges” for “Chapter II of Part XII of the Companies Act” substitute “Chapter 2 of Part 25 of the Companies Act 2006”.
75.—(1) Part 4 of the Insolvency Act 1986 (winding up of registered companies) is amended as follows.
(2) For section 73 (alternative modes of winding up), and the heading preceding it, substitute—
73.—(1) This Part applies to the winding up of a company registered under the Companies Act 2006 in England and Wales or Scotland.
(2) The winding up may be either—
(a) voluntary (see Chapters 2 to 5), or
(b) by the court (see Chapter 6).
(3) This Chapter and Chapters 7 to 10 relate to winding up generally, except where otherwise stated.”.
(3) In section 74(2) (liability as contributories of present and past members)—
(a) in paragraph (c), omit “in pursuance of the Companies Act and this Act”;
(b) in paragraph (e), for “the Companies Act” substitute “the Companies Acts”.
(4) Omit section 75 (directors etc with unlimited liability).
(5) In section 76 (liability of past directors and shareholders)—
(a) in subsection (1)(a) for the words from “Chapter VII of Part V” to “own shares)” substitute “Chapter 5 of Part 18 of the Companies Act 2006 (acquisition by limited company of its own shares: redemption or purchase by private company out of capital)”;
(b) in subsection (2)(b) for “section 173(3) of the Companies Act” substitute “section 714(1) to (3) of the Companies Act 2006”;
(c) in subsection (5) for “Sections 74 and 75 do not apply” substitute “Section 74 does not apply”;
(d) omit subsection (6).
(6) In section 77 (limited company formerly unlimited)—
(a) in subsection (1) for the words from “re-registered” to the end substitute “re-registered as a limited company.”;
(b) in subsection (3) omit “under the Companies Act and this Act”.
(7) In section 78(1) (unlimited company formerly limited), omit the words from “under section 49” to the end.
(8) In section 79 (meaning of “contributory”)—
(a) in subsection (1) omit “and the Companies Act”;
(b) in subsection (3), omit the second sentence.
(9) In section 80 (nature of contributory’s liability), for “a specialty” substitute “an ordinary contract debt”.
(10) In section 83 (companies registered under Companies Act, Part XXIII, Chapter II)—
(a) for the heading substitute “Companies registered but not formed under the Companies Act 2006”;
(b) in subsection (1) for the words from “has been registered” to the end substitute “is registered but not formed under the Companies Act 2006.”.
(11) In section 110(1)(a) (acceptance of shares etc as consideration for sale of company property), for “company within the meaning of the Companies Act” substitute “company registered under the Companies Act 2006”.
(12) In section 122(1)(c) (grounds for winding up: old public company), for “the Consequential Provisions Act” substitute “Schedule 3 to the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009”.
(13) In section 124(3) (application for winding up), omit the second sentence.
(14) In section 126(2) (power to stay or restrain proceedings against company), for the words from “a company registered” to “previous corresponding legislation” substitute “a company registered but not formed under the Companies Act 2006”.
(15) In section 130(3) (consequences of winding-up order), for “registered under section 680 of the Companies Act” substitute “registered but not formed under the Companies Act 2006”.
(16) In sections 148(1) and 149(1) (provisions as to powers of the court), omit “in pursuance of the Companies Act or this Act”.
(17) In section 159 (powers of court to be cumulative), for the words from “by this Act” to “on the court” substitute “on the court by this Act”.
(18) In section 160(1) (delegation of powers to liquidator), omit “by the Companies Act and this Act”.
(19) In section 162(5) (appeals from orders in Scotland), for “the Companies Act” substitute “the Companies Acts”.
(20) In section 187(2)(c) (power to make over assets to employees), for “memorandum or articles” substitute “articles”.
(21) In section 193(3) (unclaimed dividends: Scotland), for “the Companies Act” substitute “the Companies Acts”.
(22) In section 195(3) (meeting to ascertain wishes of creditors or contributories), omit “by the Companies Act or the articles”.
(23) In section 196(b) (judicial notice of court documents), for “the Companies Act” substitute “the Companies Acts”.
(24) In sections 218(5) and 219(1) (prosecution of delinquent officers and members of company), for “the Companies Act” substitute “the Companies Act 1985”.
76.—(1) Part 5 of the Insolvency Act 1986 (winding up of unregistered companies) is amended as follows.
(2) For section 220 (meaning of “unregistered company”) substitute—
220. For the purposes of this Part “unregistered company” includes any association and any company, with the exception of a company registered under the Companies Act 2006 in any part of the United Kingdom.”.
(3) In section 221(1) (winding up of unregistered companies), omit “and the Companies Act”.
(4) In section 225 (oversea company may be wound up though dissolved), in the heading, for “Oversea company” substitute “Company incorporated outside Great Britain”.
(5) In section 226 (contributories in winding up of unregistered company), omit subsection (4) (which is unnecessary).
(6) In section 229 (provisions of Part 5 to be cumulative)—
(a) in subsection (1) for “companies formed and registered under the Companies Act” substitute “companies registered under the Companies Act 2006 in England and Wales or Scotland”;
(b) omit subsection (2).
77.—(1) In Part 7 of the Insolvency Act 1986 (interpretation for First Group of Parts), section 251 (expressions used generally) is amended as follows.
(2) At the appropriate places insert—
““agent” does not include a person’s counsel acting as such;”
““books and papers” and “books or papers” includes accounts, deeds, writing and documents;”
““the court”, in relation to a company, means a court having jurisdiction to wind up the company;”
““document” includes summons, notice, order and other legal process, and registers;”
““the Gazette” means—
as respects companies registered in England and Wales, the London Gazette;
as respects companies registered in Scotland, the Edinburgh Gazette;”
““officer”, in relation to a body corporate, includes a director, manager or secretary;”.
(3) Omit the definition of “office copy”.
(4) Omit the words from “Any expression” to the end.
78.—(1) Part 13 of the Insolvency Act 1986 (insolvency practitioners and their qualification) is amended as follows.
(2) In section 388(4) (meaning of “act as insolvency practitioner”), for the definition of “company” substitute—
““company” means—
a company registered under the Companies Act 2006 in England and Wales or Scotland, or
a company that may be wound up under Part 5 of this Act (unregistered companies).”.
(3) In section 389A(3) (acting as insolvency practitioner: persons disqualified from acting as nominee or supervisor), for paragraph (b) substitute—
“(b) he is subject to a disqualification order made or a disqualification undertaking accepted under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002,”.
(4) In section 390(4) (persons not qualified to act as insolvency practitioners), for paragraph (b) substitute—
“(b) he is subject to a disqualification order made or a disqualification undertaking accepted under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002,”.
79. In Part 15 of the Insolvency Act 1986 (subordinate legislation), in section 411(2)(a) (company insolvency rules), for “the Companies Act” substitute “the Companies Act 1985”.
80. In Part 17 of the Insolvency Act 1986 (miscellaneous and general provisions), in Schedule 10 (punishment of offences under the Act), in the entries relating to sections 43(6) and 201(4) and paragraph 20(9) of Schedule A1, for “office copy” substitute “copy”.
81. In Part 17A of the Insolvency Act 1986 (supplementary provisions), after section 434C insert—
434D.—(1) This section applies where a company has made default in complying with any obligation under this Act—
(a) to deliver a document to the registrar, or
(b) to give notice to the registrar of any matter.
(2) The registrar, or any member or creditor of the company, may give notice to the company requiring it to comply with the obligation.
(3) If the company fails to make good the default within 14 days after service of the notice, the registrar, or any member or creditor of the company, may apply to the court for an order directing the company, and any specified officer of it, to make good the default within a specified time.
(4) The court’s order may provide that all costs (in Scotland, expenses) of or incidental to the application are to be borne by the company or by any officers of it responsible for the default.
(5) This section does not affect the operation of any enactment imposing penalties on a company or its officers in respect of any such default.
434E. The provisions of this Act requiring documents to be forwarded or delivered to, or filed with, the registrar of companies apply in relation to an overseas company that is required to register particulars under section 1046 of the Companies Act 2006 as they apply in relation to a company registered under that Act in England and Wales or Scotland.”.
82.—(1) Part 18 of the Insolvency Act 1986 (interpretation) is amended as follows.
(2) In section 435(5)(b) (meaning of “associate”), omit “(within the meaning of the Companies Act)”.
(3) In section 436 of the Insolvency Act 1986 (expressions used generally)—
(a) make the existing provision subsection (1);
(b) after the definition of “associate” insert—
““body corporate” includes a body incorporated outside Great Britain, but does not include—
a corporation sole, or
a partnership that, whether or not a legal person, is not regarded as a body corporate under the law by which it is governed;”;
(c) omit the definition of “the Companies Act”;
(d) after the definition of “EEA state” insert—
““employees’ share scheme” means a scheme for encouraging or facilitating the holding of shares in or debentures of a company by or for the benefit of—
the bona fide employees or former employees of—
the company,
any subsidiary of the company, or
the company’s holding company or any subsidiary of the company’s holding company, or
the spouses, civil partners, surviving spouses, surviving civil partners, or minor children or step-children of such employees or former employees.”;
(e) after the existing provision insert—
“(2) The following expressions have the same meaning in this Act as in the Companies Acts—
“articles”, in relation to a company (see section 18 of the Companies Act 2006);
“debenture” (see section 738 of that Act);
“holding company” (see sections 1159 and 1160 of, and Schedule 6 to, that Act);
“the Joint Stock Companies Acts” (see section 1171 of that Act);
“overseas company” (see section 1044 of that Act);
“paid up” (see section 583 of that Act);
“private company” and “public company” (see section 4 of that Act);
“registrar of companies” (see section 1060 of that Act);
“share” (see section 540 of that Act);
“subsidiary” (see sections 1159 and 1160 of, and Schedule 6 to, that Act).”.
83. In Part 19 of the Insolvency Act 1986 (final provisions), in section 437 and Schedule 11 (transitional provisions and savings), for “the Companies Act” (wherever occurring) substitute “the Companies Act 1985”.
84. Nothing in the amendments of the Insolvency Act 1986 made by this Schedule is to be read as qualifying the generality of section 441(2) of that Act (which provides that, with certain exceptions, nothing in the Act extends to Northern Ireland or applies to or in relation to companies registered or incorporated in Northern Ireland).
85.—(1) The Company Directors Disqualification Act 1986 is amended as follows.
(2) In section 3 (disqualification for persistent breaches of companies legislation)—
(a) in subsection (3)(b) (default orders)—
(i) in sub-paragraph (ii) for “section 713 of the Companies Act 1985 (enforcement of company’s duty to make returns)” substitute “section 1113 of that Act (enforcement of company’s filing obligations)”;
(ii) in sub-paragraph (iii) after “the Insolvency Act” insert “1986”;
(b) after subsection (4) insert—
“(4A) In this section “the companies legislation” means the Companies Acts and Parts 1 to 7 of the Insolvency Act 1986 (company insolvency and winding up).”.
(3) In section 5 (disqualification on summary conviction), after subsection (4) insert—
“(4A) In this section “the companies legislation” means the Companies Acts and Parts 1 to 7 of the Insolvency Act 1986 (company insolvency and winding up).”.
(4) In section 8(1A) (disqualification after investigation: meaning of “investigative material”), for paragraph (a) substitute—
“(a) a report made by inspectors under—
(i) section 437 of the Companies Act 1985, or
(ii) section 167, 168, 169 or 284 of the Financial Services and Markets Act 2000; and”;
(but see section 22E(2)).
(5) In section 9 (matters for determining unfitness of directors), omit subsection (3).
(6) In the following provisions after “the Insolvency Act” insert “1986”—
(a) sections 10(1), 12(2), 20(1) and (3)(a)(i), 21(1) and (2) (and the section heading) and 22(3);
(b) paragraphs 3, 8(a), 9 and 10 of Schedule 1.
(7) In section 11 (undischarged bankrupts), after subsection (3) add—
“(4) In this section “company” includes a company incorporated outside Great Britain that has an established place of business in Great Britain.”.
(8) In section 12A (Northern Ireland disqualification orders), for “Part II of the Companies (Northern Ireland) Order 1989” substitute “the Company Directors Disqualification (Northern Ireland) Order 2002”.
(9) In section 15 (personal liability for company’s debts where person acts while disqualified)—
(a) in subsection (1), for paragraph (b) substitute—
“(b) as a person who is involved in the management of the company, he acts or is willing to act on instructions given without the leave of the court by a person whom he knows at that time—
(i) to be the subject of a disqualification order made or disqualification undertaking accepted under this Act or under the Company Directors Disqualification (Northern Ireland) Order 2002, or
(ii) to be an undischarged bankrupt.”;
(b) for subsection (5) substitute—
“(5) For the purposes of this section a person who, as a person involved in the management of a company, has at any time acted on instructions given without the leave of the court by a person whom he knew at that time—
(a) to be the subject of a disqualification order made or disqualification undertaking accepted under this Act or under the Company Directors Disqualification (Northern Ireland) Order 2002, or
(b) to be an undischarged bankrupt,
is presumed, unless the contrary is shown, to have been willing at any time thereafter to act on any instructions given by that person.”.
(10) In section 18 (register of disqualification orders and undertakings)—
(a) in subsection (2), omit the words from “which was set up” to the end;
(b) in subsection (4A), omit “made under Part II of the Companies (Northern Ireland) Order 1989”.
(11) In section 22 (interpretation)—
(a) for subsection (2) substitute—
“(2) “Company” means—
(a) a company registered under the Companies Act 2006 in Great Britain, or
(b) a company that may be wound up under Part 5 of the Insolvency Act 1986 (unregistered companies).”;
(b) for subsection (6) substitute—
“(6) “Body corporate” and “officer” have the same meaning as in the Companies Acts (see section 1173(1) of the Companies Act 2006).”;
(c) for subsection (7) substitute—
“(7) “The Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006.”;
(d) for subsection (8) substitute—
“(8) Any reference to provisions, or a particular provision, of the Companies Acts or the Insolvency Act 1986 includes the corresponding provisions or provision of corresponding earlier legislation.”;
(e) in subsection (9) after “the Companies Acts” insert “(see section 1174 of, and Schedule 8 to, the Companies Act 2006)”.
(12) In sections 22A(4), 22B(4) and 22C(3) for “the Insolvency Act, the Companies Act 1985 or the Companies Act 2006” substitute “the Companies Act 2006 or the Insolvency Act 1986”.
(13) After section 22D insert—
22E.—(1) This Act applies to open-ended investment companies with the following modifications.
(2) In section 8(1) (disqualification after investigation), the reference to investigative material shall be read as including a report made by inspectors under regulations made by virtue of section 262(2)(k) of the Financial Services and Markets Act 2000.
(3) In the application of Part 1 of Schedule 1 (matters for determining unfitness of directors: matters applicable in all cases) in relation to a director of an open-ended investment company, a reference to a provision of the Companies Act 2006 is to be taken to be a reference to the corresponding provision of the Open-Ended Investment Companies Regulations 2001 or of rules made under regulation 6 of those Regulations.
(4) In this section “open-ended investment company” has the meaning given by section 236 of the Financial Services and Markets Act 2000.”.
(14) Schedule 1 (matters for determining unfitness of directors) is amended as follows—
(a) in paragraph 1 (breach of duty), at the end insert “, including in particular any breach by the director of a duty under Chapter 2 of Part 10 of the Companies Act 2006 (general duties of directors) owed to the company”;
(b) for paragraphs 4 and 4A of that Schedule (extent of responsibility for failure by company to comply with certain provisions) substitute—
“4. 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—
(a) section 113 (register of members);
(b) section 114 (register to be kept available for inspection);
(c) section 162 (register of directors);
(d) section 165 (register of directors’ residential addresses);
(e) section 167 (duty to notify registrar of changes: directors);
(f) section 275 (register of secretaries);
(g) section 276 (duty to notify registrar of changes: secretaries);
(h) section 386 (duty to keep accounting records);
(i) section 388 (where and for how long accounting records to be kept);
(j) section 854 (duty to make annual returns);
(k) section 860 (duty to register charges);
(l) section 878 (duty to register charges: companies registered in Scotland).”;
(c) omit paragraph 5A (application of Part 1 of Schedule to directors of open-ended investment companies) (but see section 22E(3)).
(15) In paragraph 7 of Schedule 2 (savings for earlier transitional provisions), for “the Companies Act” substitute “the Companies Act 1985”.
(16) In paragraph 1 of Schedule 3 (transitional provisions and savings)—
(a) for “the Companies Act” substitute “the Companies Act 1985”, and
(b) for “the Insolvency Act” substitute “the Insolvency Act 1986”.
The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009