Office of Public Sector Information

Ports (Northern Ireland) Order 1994 (S.I. 1994/2809 (N.I. 16))

150.—(1) The Ports (Northern Ireland) Order 1994 is amended as follows.

(2) In Article 2(2) (interpretation)—

(a) in the definition of “equity share capital” for “Article 2(3) of the Companies (Northern Ireland) Order 1986” substitute “section 548 of the Companies Act 2006”;

(b) in the definition of “subsidiary” and “wholly-owned subsidiary” for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “section 1159 of the Companies Act 2006”.

(3) In Article 3(2) (formation of companies for purposes of transfer of port undertakings), for “the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.

(4) In Article 5(4)(b) (initial shares issued by successor company treated as if fully paid up in cash), for “the Companies (Northern Ireland) Order 1986” substitute “the Companies Acts (as defined in section 2(1) of the Companies Act 2006)”.

Requirements of Writing (Scotland) Act 1995 (c. 7)

151.  In section 12(1) of the Requirements of Writing (Scotland) Act 1995 (interpretation)—

(a) for the definition of “company” substitute—

““company” has the meaning given by section 1(1) of the Companies Act 2006;”;

(b) in the definition of “office-holder”, in paragraph (c) (the registrar of companies) omit “within the meaning of the Companies Act 1985”.

Merchant Shipping Act 1995 (c. 21)

152.—(1) The Merchant Shipping Act 1995 is amended as follows.

(2) In section 143(6) (prosecutions and enforcement of fines: service of documents on foreign companies), for the second sentence substitute “In this subsection “foreign company” means a company or body which is not one to which section 1139 of the Companies Act 2006 applies so as to authorise service of the document in question.”.

(3) In section 163A(8) (compulsory insurance against liability for pollution from bunker oil: service of documents on foreign companies), for the second sentence substitute “In this subsection “foreign company” means a company or body which is not one to which section 1139 of the Companies Act 2006 applies so as to authorise service of the document in question.”.

(4) In section 173(10) (contributions to Fund: interpretation), in the definition of “group” for “section 736 of the Companies Act 1985 (or for companies in Northern Ireland Article 4 of the Companies (Northern Ireland) Order 1986)” substitute “section 1159 of the Companies Act 2006”.

(5) In Schedule 3A (safety directions), for paragraph 11 substitute—

“11.  Where the Secretary of State—

(a) proposes to give a direction under this Schedule to a company or other body, and

(b) thinks that section 1139 of the Companies Act 2006 (service of documents on company) does not apply,

the direction may be served in such manner as the Secretary of State thinks most suitable.”.

Goods Vehicles (Licensing of Operators) Act 1995 (c. 23)

153.—(1) The Goods Vehicles (Licensing of Operators) Act 1995 is amended as follows.

(2) In section 22(5) (conditions as to matter to be notified: meaning of change of control), for “section 744 of the Companies Act 1985” substitute “section 548 of the Companies Act 2006”.

(3) In section 28(8) (disqualification: meaning of controlling interest), for “section 744 of the Companies Act 1985” substitute “section 548 of the Companies Act 2006”.

(4) In section 58(1) (general interpretation), in the definition of “holding company” and “subsidiary” for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.

Crown Agents Act 1995 (c. 24)

154.—(1) The Crown Agents Act 1995 is amended as follows.

(2) In section 6 (use of “Crown Agents” as part of company name)—

(a) for “section 26(2)(a) of the Companies Act 1985” substitute “section 54(1)(a) of the Companies Act 2006”;

(b) for “section 32 of that Act” substitute “section 76 of the Companies Act 2006”.

(3) In section 14 (interpretation), for the definition of “subsidiary” and “wholly-owned subsidiary” substitute—

““subsidiary” and “wholly-owned subsidiary” have the meaning given by section 1159 of the Companies Act 2006;”.

Pensions Act 1995 (c. 26)

155.—(1) Part 1 of the Pensions Act 1995 (occupational pension schemes) is amended as follows.

(2) In section 4(1) (circumstances in which trustee may be suspended), in paragraph (e) for “Part II of the Companies (Northern Ireland) Order 1989” substitute “the Company Directors Disqualification (Northern Ireland) Order 2002”.

(3) In section 22(3) (circumstances in which independent trustees may be appointed: interpretation), in the definition of “company” for “within the meaning given by section 735(1) of the Companies Act 1985” substitute “as defined in section 1(1) of the Companies Act 2006”.

(4) In section 29(1) (persons disqualified for being trustees: grounds for disqualification), in paragraph (f) for the words from “subject to” to “2002” substitute “subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002”.

Criminal Law (Consolidation) (Scotland) Act 1995 (c. 39)

156.  In section 30(5) of the Criminal Law (Consolidation) (Scotland) Act 1995 (disclosure of information), in paragraph (a) (disclosure to inspector appointed under companies legislation), omit “or Part XV of the Companies (Northern Ireland) Order 1986”.

London Local Authorities Act 1995 (c. x)

157.  In section 13(8) of the London Local Authorities Act 1995 (provisions for protection of certain parties: interpretation), in the definition of “protected party”, for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.

Pensions (Northern Ireland) Order 1995 (S.I. 1995/3213 (N.I. 22))

158.  In Article 22(3) of the Pensions (Northern Ireland) Order 1995 (circumstances in which independent trustees may be appointed: interpretation)(17), in the definition of “company” for “within the meaning given by Article 3 of the Companies (Northern Ireland) Order 1986” substitute “as defined in section 1(1) of the Companies Act 2006”.

Defamation Act 1996 (c. 31)

159.  In Schedule 1 to the Defamation Act 1996 (qualified privilege), in paragraph 13(4) (meaning of “UK public company”), in paragraph (a) for “section 1(3) of the Companies Act 1985 or Article 12(3) of the Companies (Northern Ireland) Order 1986” substitute “section 4(2) of the Companies Act 2006”.

Education (Scotland) Act 1996 (c. 43)

160.  In section 6(2)(l) of the Education (Scotland) Act 1996 (powers of Scottish Qualifications Authority: formation and promotion of companies), for “(within the meaning of the Companies Act 1985)” substitute “under the Companies Act 2006”.

Housing Act 1996 (c. 52)

161.—(1) Part 1 of the Housing Act 1996 (registered social landlords) is amended as follows.

(2) In the following provisions for “a company registered under the Companies Act 1985” substitute “a company”—

(a) section 2(1)(c) (eligibility for registration);

(b) sections 40(3) and (4) and 41(3) and (4) (notices to be given of steps to enforce security, winding up etc);

(c) section 58(2) (definitions relating to charities: references to company not to include registered charity);

(d) section 59(1)(a) (meaning of “officer”: registered charity that is not a company).

(3) In the following provisions for “a company registered under the Companies Act 1985 (including such a company which is also a registered charity)” substitute “ a company (including a company that is a registered charity)”—

(a) section 3(3)(c) (registration);

(b) section 4(6)(c) (removal from register);

(c) section 6(3)(c) (appeal against decision on removal).

(4) In section 45(3)(b) (duty of directors to co-operate in implementation of proposals), for “a company registered under the Companies Act 1985 (including a company which is a registered charity)” substitute “ a company (including a company that is a registered charity)”.

(5) In section 56(2)(c) (meaning of “the Relevant Authority”), for “the Companies Act 1985” substitute “the Companies Act 2006”.

(6) In section 59(1)(c) (meaning of “officer”: company)—

(a) for “a company registered under the Companies Act 1985 (including such a company which is also a registered charity)” substitute “ a company (including a company that is a registered charity)”, and

(b) for “that Act” substitute “the Companies Acts (see sections 250 and 1173(1) of the Companies Act 2006)”.

(7) In sections 60(1)(c) and 61(2) (meaning of “subsidiary”), for “the Companies Act 1985” substitute “the Companies Acts (see section 1159 of the Companies Act 2006)”.

(8) In section 63(1) (minor definitions)—

(a) at the appropriate place insert—

““company” means a company registered under the Companies Act 2006;”;

(b) in the definition of “registrar of companies” for “the Companies Act 1985” substitute “the Companies Acts (see section 1060 of the Companies Act 2006)”.

(9) In section 64 (index of defined expressions)—

(a) at the appropriate place insert—

(b) omit the entry for “company registered under the Companies Act 1985”.

(10) In Schedule 1 (regulation of registered social landlords)—

(a) in paragraphs 1(3), 2(1), 3(1), 4(1)(c), 7(1), 12(2)(c) and 13(1), for “a company registered under the Companies Act 1985” substitute “a company”;

(b) in paragraph 4(2), for paragraph (b) substitute—

“(b) he is subject to a disqualification order or disqualification undertaking under the Company Directors Disqualification Act 1986 or the Company Directors Disqualification (Northern Ireland) Order 2002;”;

(c) in paragraph 10(1)(a) for “a company incorporated under the Companies Act 1985” substitute “a company”;

(d) in paragraph 11—

(i) in the heading, for “memorandum or articles of association” substitute “articles”,

(ii) in sub-paragraph (1) for “a company registered under the Companies Act 1985 (including such a company which is also a registered charity)” substitute “ a company (including a company that is a registered charity)”, and

(iii) in sub-paragraph (3), for “memorandum or articles” substitute “articles”;

(e) in paragraph 12(4)(b) (amalgamation or dissolution), for the words from “section 30” to “1965)” substitute “section 55(3) of the Industrial and Provident Societies Act 1965”;

(f) in paragraph 14(1) (winding up)—

(i) for paragraph (a) substitute—

“(a) a company (including a company that is a registered charity), or”, and

(ii) in paragraph (b) for “section 55(a)” substitute “section 55(1)(a)”;

(g) in paragraph 15 (transfer of assets on dissolution or winding up)—

(i) in sub-paragraph (1)(a), for “section 55(a) or (b)” substitute “section 55(1)(a) or (b)”;

(ii) in sub-paragraph (1)(b), for “a company registered under the Companies Act 1985 (including such a company which is also a registered charity)” substitute “ a company (including a company that is a registered charity)”, and

(iii) in sub-paragraph (2), in the second sentence for “the Companies Act 1985” substitute “the Companies Act 2006” and for “memorandum or articles of association” substitute “articles”.

Broadcasting Act 1996 (c. 55)

162.  In the Broadcasting Act 1996—

(a) in section 132(6) (powers of Secretary of State in relation to transfer schemes: meaning of “wholly-owned subsidiary”),

(b) in paragraph 8(8)(a) of Schedule 5 (transfer schemes: compensation),

(c) in paragraph 1(1) of Schedule 6 (transfer schemes: successor companies), in the definition of “wholly-owned subsidiary”, and

(d) in paragraph 1(1) of Schedule 7 (transfer schemes: taxation provisions), in the definition of “wholly-owned subsidiary”,

for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.

Education Act 1996 (c. 56)

163.  In section 557(9) of the Education Act 1996 (adoption of statutory trusts)—

(a) for the definition of “company” substitute—

““company” means a company as defined in section 1(1) of the Companies Act 2006;”;

(b) omit the definition of “the Companies Acts”.

Business Tenancies (Northern Ireland) Order 1996 (S.I. 1996/725 (N.I. 5))

164.  In Article 31(2) of the Business Tenancies (Northern Ireland) Order 1996 (groups of companies: meaning of “subsidiary”), for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “section 1159 of the Companies Act 2006”.

Proceeds of Crime (Northern Ireland) Order 1996 (S.I. 1996/1299 (N.I. 9))

165.  In paragraph 7(2) of Schedule 2 to the Proceeds of Crime (Northern Ireland) Order 1996 (financial investigations: disclosure of information), in paragraph (a) omit “Part XV of the Companies (Northern Ireland) Order 1986 or”.

Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11))

166.—(1) The Deregulation and Contracting Out (Northern Ireland) Order 1996 is amended as follows.

(2) In Article 2(2) (interpretation), in the appropriate place insert—

““registrar of companies” means registrar of companies for Northern Ireland;”.

(3) In Article 11 (registrar of companies etc), omit paragraph (2).

(4) In Article 12(6) (official receiver), in the definition of “the insolvency legislation” omit “the Companies (Northern Ireland) Order 1986,”.

(5) In Schedule 2 (functions relating to companies which may be contracted out)—

(a) for paragraphs 2 and 3 (and the heading before paragraph 2) substitute—

“The Companies Act 2006

2.  Functions of the registrar of companies in relation to—

(a) the incorporation of companies under Part 2 of the Companies Act 2006;

(b) the change of name of companies under Chapter 5 of Part 5 of that Act;

(c) the re-registration and change of status of companies under Part 7 and sections 649 (registration of order and statement of capital), 650, 651 and 665 (re-registration of public company as private company on reduction of capital) of that Act.

3.  Functions conferred on the registrar of companies by or under any of the following provisions of the Companies Act 2006—

(a) section 1065 (certificate of incorporation);

(b) sections 1066(1) and (3) and 1067(1) and (3) (registered numbers: companies and establishments of overseas companies), except so far as they relate to the determination of the form of the registered numbers;

(c) sections 1085 and 1086 (inspection etc. of records kept by registrar), except so far as they relate to the form in which copies of the information contained in those records may be made available.”;

(b) for paragraphs 7 and 8 (and the heading before paragraph 7) substitute—

“The European Economic Interest Grouping Regulations 1989 (S.I. 1989/638)

7.  Functions conferred on the registrar of companies by or under regulation 14 of the European Economic Interest Grouping Regulations 1989 (inspection of documents).

8.  Functions conferred on the registrar of companies by or under an enactment listed in paragraph 2 or 3 as (and so far as) it applies by virtue of regulation 18 of those Regulations (application of provisions of Companies Acts).”;

(c) omit Parts 2 and 3.

Planning (Hazardous Substances) (Scotland) Act 1997 (c. 10)

167.  In section 38(3) of the Planning (Hazardous Substances) (Scotland) Act 1997 (interpretation: bodies corporate to be treated as one person)—

(a) in paragraph (a), for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”, and

(b) in paragraph (b) for “that Act” substitute “that section”.

Merchant Shipping and Maritime Security Act 1997 (c. 28)

168.  In section 24 of the Merchant Shipping and Maritime Security Act 1997 (implementation of international agreements relating to protection of wrecks), in subsection (3)(b) (persons who may be guilty of an offence) for sub-paragraph (v) substitute—

“(v) a company registered under the Companies Act 2006.”.

Police Act 1997 (c. 50)

169.  In section 91(7)(b) of the Police Act 1997 (circumstances in which Commissioner may be removed from office), for “Part II of the Companies (Northern Ireland) Order 1989” substitute “the Company Directors Disqualification (Northern Ireland) Order 2002”.

Further Education (Northern Ireland) Order 1997 (S.I. 1997/1772 (N.I. 15))

170.  In Article 14(1)(j) of the Further Education (Northern Ireland) Order 1997 (powers of governing bodies: forming and promoting companies), for “(within the meaning of the Companies (Northern Ireland) Order 1986)” substitute “under the Companies Act 2006”.

Waste and Contaminated Land (Northern Ireland) Order 1997 (S.I. 1997/2778 (N.I. 19))

171.  In Article 2(2) of the Waste and Contaminated Land (Northern Ireland) Order 1997 (general interpretation), in the definition of “waste disposal contractor”, omit the words from “, being either” to the end.

Bank of England Act 1998 (c. 11)

172.  In the table in paragraph 3(1) of Schedule 7 to the Bank of England Act 1998 (disclosure of information)—

(a) in the entry relating to inspectors appointed under Part 14 of the Companies Act 1985, omit “or Part 15 of the Companies (Northern Ireland) Order 1986”;

(b) in the entry relating to persons authorised to exercise powers under section 447 of that Act, omit—

(i) in the first column, “, Article 440 of the Companies (Northern Ireland) Order 1986”, and

(ii) in the second column, “or Article”.

Audit Commission Act 1998 (c. 18)

173.—(1) The Audit Commission Act 1998 is amended as follows.

(2) In section 3 (appointment of auditors)—

(a) in subsection (1) (persons who may be appointed), for paragraph (c) substitute—

“(c) a firm.”;

(b) for subsection (5) (qualifications for appointment) substitute—

“(5) A person appointed by the Commission as an auditor must—

(a) be eligible for appointment as a statutory auditor (see Part 42 of the Companies Act 2006),

(b) be a member of one or more of the bodies listed in subsection (7) below, or

(c) have such other qualifications as may be approved for the purposes of this section by the Secretary of State.”;

(c) omit subsection (6);

(d) in subsection (7) (bodies referred to in subsection (5)(b))—

(i) in the opening words, for “subsections (5) and (6)” substitute “subsection (5)(b)”;

(ii) in paragraph (c), after “Association of” insert “Chartered”;

(iii) in paragraph (f), omit “established in the United Kingdom and”.

(3) In section 29 (agreed audit of accounts), in subsection (1A) (persons who may be appointed) for paragraph (c) substitute—

“(c) a firm.”.

(4) In section 31(3) (companies related to Passenger Transport Executives: meaning of “subsidiary”), for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.

(5) In section 53(1) (interpretation), at the appropriate place insert—

““firm” means any entity, whether or not a legal person, which is not an individual and includes a body corporate, a corporation sole and a partnership or other unincorporated association;”.

Regional Development Agencies Act 1998 (c. 45)

174.  In section 19(10) of the Regional Development Agencies Act 1998 (vesting of land: interpretation), in the definition of “wholly-owned subsidiary”, for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.

Fair Employment and Treatment (Northern Ireland) Order 1998 (S.I. 1998/3162 (N.I. 21))

175.  In Article 69(3)(a) of the Fair Employment and Treatment (Northern Ireland) Order 1998 (interpretation of Part 7)—

(a) for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “section 1159 of the Companies Act 2006”;

(b) for “that Article” substitute “that section”.

Company and Business Names (Chamber of Commerce, Etc) Act 1999 (c. 19)

176.—(1) The Company and Business Names (Chamber of Commerce, Etc) Act 1999 is amended as follows.

(2) In section 1 (approval to be required for company or business names including expression “chamber of commerce”)—

(a) in paragraph (a), for “section 29(1)(a) of the Companies Act 1985” substitute “section 55 of the Companies Act 2006 (company names requiring approval of Secretary of State)”, and

(b) in paragraph (b), for “section 3(1)(a) of the Business Names Act 1985” substitute “section 1194 of that Act (business names requiring approval of Secretary of State)”.

(3) In section 2(1) (duty of Secretary of State to consult before approving certain company names)—

(a) for “section 26(2) of the Companies Act 1985” substitute “section 55 of the Companies Act 2006”;

(b) in paragraph (b), for “section 29(1)(a) of the Companies Act 1985” substitute “that section”.

(4) In section 3(1) (duty of Secretary of State to consult before approving certain business names)—

(a) for “section 2(1) of the Business Names Act 1985” substitute “section 1194 of the Companies Act 2006”;

(b) in paragraph (b), for “section 3(1)(a) of the Business Names Act 1985” substitute “that section”.

Commonwealth Development Corporation Act 1999 (c. 20)

177.—(1) The Commonwealth Development Corporation Act 1999 is amended as follows.

(2) In section 16(4)(b) (requirement to issue securities: securities to be treated as paid up in cash) for “the Companies Act 1985” substitute “the Companies Act 2006”.

(3) In section 26(2) (interpretation), in the table—

(a) in the entry relating to the expression “Paid up” for “Section 738 of the Companies Act 1985” substitute “Section 583 of the Companies Act 2006”;

(b) in the entry relating to the expression “Registrar of companies” for “Section 744 of the Companies Act 1985” substitute “Section 1060 of the Companies Act 2006”.

(4) In Part 2 of Schedule 2 (modifications of Companies Acts as they apply to the Corporation on and after registration)—

(a) in paragraph 3(1) for “section 10 of the Companies Act 1985” substitute “section 12 of the Companies Act 2006”;

(b) in paragraph 5, for “section 735 of the Companies Act 1985” substitute “section 1(1) of the Companies Act 2006”;

(c) in paragraph 6, for “Section 13 of the Companies Act 1985” substitute “Section 16 of the Companies Act 2006”;

(d) in paragraph 7, for “section 22(1) of the Companies Act 1985” substitute “section 112(1) of the Companies Act 2006”;

(e) omit paragraph 8;

(f) in paragraph 9(b), for “section 117 of 1985 Act” substitute “section 761 of 2006 Act”;

(g) in paragraph 14—

(i) omit sub-paragraph (1), and

(ii) in sub-paragraph (2) omit “that section or”;

(h) in paragraph 15—

(i) in sub-paragraph (1), after “provisions” insert “of the Companies Act 2006”;

(ii) for sub-paragraph (2) substitute—

“(2) The provisions are—

(a) section 162 (register of directors);

(b) Chapter 3 of Part 10 (declaration of interest in existing transaction or arrangement);

(c) sections 190 to 196 (transactions requiring members’ approval: substantial property transactions);

(d) sections 197 to 214 (transactions requiring members’ approval: loans etc.).”.

Greater London Authority Act 1999 (c. 29)

178.—(1) The Greater London Authority Act 1999 is amended as follows.

(2) In section 157(1) (Transport for London: restriction on exercise of certain powers except through a company), for “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”.

(3) In section 211 (public sector operators: interpretation), for subsection (2) substitute—

“(2) Expressions used in sub-paragraphs (i) to (iv) of subsection (1)(e) above that are defined for the purposes of the Companies Acts (see section 1174 of, and Schedule 8 to, the Companies Act 2006) have the same meaning in those sub-paragraphs.”.

(4) In section 220(7) (meaning and effect of PPP administration orders), for the definition of “the court” substitute—

““the court”, in relation to a PPP company, means the court—

(5) In section 224 (meaning of “company” and application of provisions to unregistered, foreign and other companies), for subsection (1) substitute—

“(1) In the PPP administration order provisions of this Act—

“company” means—

“unregistered company” means a company that is not registered under that Act.”.

(6) In section 424(1) (general interpretation), in the definition of “subsidiary” for “to it by section 736 of the Companies Act 1985” substitute “by section 1159 of the Companies Act 2006”.

(7) In Schedule 10 (Transport for London), in paragraph 7(1)(c) (delegation of functions to wholly owned subsidiary), for “within the meaning of section 736(2) of the Companies Act 1985” substitute “as defined in section 1159 of the Companies Act 2006”.

(8) In Part 1 of Schedule 14 (railway administration orders: modifications of Insolvency Act 1986)—

(a) in paragraph 1(b) for “is an unregistered company” substitute “is not a company registered under the Companies Act 2006 in England and Wales or Scotland”;

(b) in paragraph 4(b) for “memorandum or articles of association” substitute “articles of association”;

(c) in paragraphs 7(4) and 8, for paragraphs (a) and (b) substitute—

“(a) where the company—

(i) is registered under the Companies Act 2006, or

(ii) is subject to a requirement imposed by regulations under section 1043 or 1046 of the Companies Act 2006 (unregistered UK companies or overseas companies) to deliver any documents to the registrar of companies,

the words “to the Mayor of London and the registrar of companies”; and

(b) where paragraph (a) above does not apply, the words “to the Mayor of London”.”;

(d) in paragraph 9, in the substituted subsection (2A), for paragraph (c) substitute—

“(c) where the company—

(i) is registered under the Companies Act 2006, or

(ii) is subject to a requirement imposed by regulations under section 1043 or 1046 of the Companies Act 2006 (unregistered UK companies or overseas companies) to deliver any documents to the registrar of companies,

the registrar of companies.”;

(e) in paragraph 10(5), in the substituted subsection (6)—

(i) for “an office copy” substitute “a copy”;

(ii) for paragraph (b) substitute—

“(b) where the company—

(i) is registered under the Companies Act 2006, or

(ii) is subject to a requirement imposed by regulations under section 1043 or 1046 of the Companies Act 2006 (unregistered UK companies or overseas companies) to deliver any documents to the registrar of companies,

to the registrar of companies.”.

(9) In Schedule 32 (London Regional Transport Pension etc Schemes), in paragraph 5(3) (welfare schemes: power to amend memorandum and articles of company trustee)—

(a) in the first sentence, for “memorandum and articles” substitute “articles”;

(b) for the second sentence substitute “In this sub-paragraph “company” means a company as defined in section 1(1) of the Companies Act 2006.”.

Contracts (Rights of Third Parties) Act 1999 (c. 31)

179.—(1) The Contracts (Rights of Third Parties) Act 1999 is amended as follows.

(2) In section 6 (exceptions)—

(a) in subsection (2) (memorandum and articles of company), for “section 14 of the Companies Act 1985” substitute “section 33 of the Companies Act 2006 (effect of company’s constitution)”;

(b) in subsection (2A) (constitution of limited liability partnership) for the words from “or any limited liability partnership agreement” to the end substitute “or any agreement (express or implied) between the members of a limited liability partnership, or between a limited liability partnership and its members, that determines the mutual rights and duties of the members and their rights and duties in relation to the limited liability partnership.”.

(3) In section 9 (application to Northern Ireland), omit subsection (2).

Water (Northern Ireland) Order 1999 (S.I. 1999/662 (N.I. 6))

180.  In Article 46(2)(a) of the Water (Northern Ireland) Order 1999 (power of Department to enter into arrangements for improvement or restoration of waterways: forming or promoting companies), for “(within the meaning of the Companies (Northern Ireland) Order 1986)” substitute “under the Companies Act 2006”.

Financial Services and Markets Act 2000 (c. 8)

181.—(1) The Financial Services and Markets Act 2000 is amended as follows.

(2) In section 96B (disclosure rules: persons responsible for compliance), in subsection (2)(a) (meaning of “connected person”) for “section 346 of the Companies Act 1985” substitute “section 252 of the Companies Act 2006”.

(3) In section 236(4) (open-ended investment companies), for paragraphs (a) and (b) substitute—

“(a) Chapters 3 to 7 of Part 18 of the Companies Act 2006;”.

(4) In section 417(1) (definitions), in the definition of “private company” for “the meaning given in section 1(3) of the Companies Act 1985 or in Article 12(3) of the Companies (Northern Ireland) Order 1986” substitute “the same meaning as in the Companies Acts (see section 4 of the Companies Act 2006)”.

(5) In Schedule 1 (the Financial Services Authority)—

(a) in paragraph 1(1) omit the definition of “the 1985 Act”;

(b) in paragraph 14, for “the 1985 Act” substitute “the Companies Act 2006”.

Learning and Skills Act 2000 (c. 21)

182.  In section 141(1) of the Learning and Skills Act 2000 (training programmes: cessation of funding: companies to which the section applies)—

(a) in paragraph (c) for “memorandum and articles of association” substitute “articles of association”;

(b) in paragraph (d) for “memorandum of association” substitute “articles of association”.

Postal Services Act 2000 (c. 26)

183.—(1) The Postal Services Act 2000 is amended as follows.

(2) In section 40(10) (disclosure of directors’ performance-related remuneration: interpretation), in the definition of “company”, for “a company within the meaning of the Companies Act 1985, or the Companies (Northern Ireland) Order 1986,” substitute “a company as defined in section 1(1) of the Companies Act 2006”.

(3) In section 63(7)(b) (Government holding in the Post Office company and subsidiaries), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.

(4) In section 80 (shadow directors), for subsection (2) substitute—

“(2) The provisions are—

(a) section 162(6) of the Companies Act 2006 (register of directors: liability for offence);

(b) Chapter 3 of Part 10 of that Act (declaration of interest in existing transaction or arrangement);

(c) sections 190 to 196 of that Act (transactions requiring members’ approval: substantial property transactions);

(d) sections 197 to 214 of that Act (transactions requiring members’ approval: loans etc.);

(e) regulation 10(3) of the Companies (Trading Disclosures) Regulations 2008 (liability for offence), as it applies in relation to an offence under regulation 8 (disclosure of names of directors).”.

(5) In section 125 (general interpretation), in subsection (4) (meaning of “subsidiary” and “wholly owned subsidiary”), for “section 736 of the Companies Act 1985 or Article 4 of the Companies (Northern Ireland) Order 1986” substitute “section 1159 of the Companies Act 2006”.