Office of Public Sector Information
SCHEDULE 1 continued
184.—(1) The Transport Act 2000 is amended as follows.
(2) In section 5 (licences for air traffic services), in subsection (4), for the words from “a company which is” to the end substitute “a company (as defined in section 1(1) of the Companies Act 2006) that is limited by shares.”.
(3) In section 49 (issue of securities), in subsection (6)(b) (securities to be treated as fully paid), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.
(4) In section 56 (shadow directors), for subsection (5) substitute—
“(5) 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 58 (securities to be issued), in subsection (9)(b) (securities to be treated as fully paid), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”.
(6) In section 65 (interpretation of Chapter 2 of Part 1)—
(a) in subsection (2) (meaning of “company”), for “has the meaning given by section 735(1) of the Companies Act 1985 or Article 3 of the Companies (Northern Ireland) Order 1986” substitute “means a company as defined in section 1(1) of the Companies Act 2006”;
(b) in subsection (8) (meaning of “subsidiary” etc), 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”.
(7) In Part 1 of Schedule 1 (air traffic administration orders: modifications of Insolvency Act 1986)—
(a) in paragraph 6(3) for “memorandum or articles of association” substitute “articles of association”;
(b) in paragraph 12(6), in the substituted subsection (6) for “an office copy” substitute “a copy”.
(8) In Schedule 3 (air traffic administration orders: Northern Ireland)—
(a) in paragraph 1 for “under the Companies (Northern Ireland) Order 1986” substitute “under the Companies Act 2006 in Northern Ireland”;
(b) in paragraph 6, in the substituted Schedule 1, in paragraph 6(3) for “memorandum or articles of association” substitute “articles of association”;
(c) in paragraph 12(6), in the substituted paragraph (6) for “an office copy” substitute “a copy”.
185. In section 54(2) of the Political Parties, Elections and Referendums Act 2000 (permissible donors)—
(a) in paragraph (b)(i) (companies), for “registered under the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “registered under the Companies Act 2006”;
(b) in paragraph (f) (limited liability partnerships), omit “, or any corresponding enactment in force in Northern Ireland,”.
186. In paragraph 15(c) of Schedule 2 to the National Parks (Scotland) Act 2000 (powers of National Park Authorities: formation and promotion of companies), for “(within the meaning of the Companies Act 1985)” substitute “under the Companies Act 2006”.
187. In section 2(7) of the Regulation of Investigatory Powers (Scotland) Act 2000 (Surveillance Commissioners: grounds for removal from office), in paragraph (b) for “Part II of the Companies (Northern Ireland) Order 1989” substitute “the Company Directors Disqualification (Northern Ireland) Order 2002”.
188.—(1) The Private Security Industry Act 2001 is amended as follows.
(2) In section 4(12) (exemptions from licensing requirement: interpretation), in the definition of “company”, “holding company” and “subsidiary” for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
(3) In section 25(1) (general interpretation)—
(a) in the definition of “director”, in paragraph (a) for “within the meaning of the Companies Act 1985” substitute “as defined in section 1(1) 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”.
189.—(1) Part 2 of the Criminal Justice and Police Act 2001 (powers of seizure) is amended as follows.
(2) In section 56(5) (property seized by constables etc: persons acting under warrant granted under companies legislation), omit paragraph (b).
(3) In section 57(1) (retention of seized items), omit paragraph (i).
(4) In section 64(3)(a) (meaning of “appropriate judicial authority”), omit sub-paragraph (ii).
(5) In section 65 (meaning of “legal privilege”), omit subsection (5).
(6) In section 66(5) (general interpretation: references to powers of seizure), omit paragraph (d).
(7) In Part 1 of Schedule 1 (powers to which section 50 applies), omit paragraph 42.
190. In Schedule 4 to the Anti-terrorism, Crime and Security Act 2001 (disclosure provisions to which section 17 of that Act applies), in Part 2 (Northern Ireland legislation), omit paragraph 59.
191.—(1) The Housing (Scotland) Act 2001 is amended as follows.
(2) In section 58(1)(b) (eligibility for registration as social landlord) for “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”.
(3) In section 82(1)(c) and (6) (meaning of “subsidiary” in relation to a company) for “the Companies Act 1985” substitute “the Companies Acts (see section 1159 of the Companies Act 2006)”.
(4) In section 83(1)(b) (meaning of “officer” of company)—
(a) for “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”, and
(b) for “within the meaning of that Act” substitute “within the meaning of the Companies Acts (see sections 250 and 1173(1) of that Act)”.
(5) In Part 2 of Schedule 7 (constitution, change of rules, amalgamation and dissolution of registered social landlords)—
(a) in paragraphs 4(1)(b) and 6(1), for “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”;
(b) in paragraph 8 (change of memorandum or articles of company that is registered social landlord)—
(i) in the heading, for “memorandum or articles of association” substitute “articles of association”;
(ii) in sub-paragraph (1), for “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”;
(iii) in sub-paragraph (3), for “memorandum or articles” substitute “articles of association”;
(c) in paragraph 9 (amalgamation or dissolution)—
(i) in sub-paragraph (2)(c), for “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”;
(ii) in sub-paragraph (4)(b), for the words from “section 30” to “1965)” substitute “section 55(3) of the Industrial and Provident Societies Act 1965”;
(d) in paragraph 10(1), for “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”;
(e) in paragraph 12 (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 “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”;
(iii) in sub-paragraph (3), for “the Companies Act 1985” substitute “the Companies Act 2006” and for “memorandum or articles of association” substitute “articles of association”.
(6) In Schedule 8 (insolvency etc of registered social landlords), in paragraphs 2(1)(b), 3(1)(b) and 7(3)(b), for “registered under the Companies Act 1985” substitute “registered under the Companies Act 2006”.
192.—(1) The Limited Liability Partnerships Regulations 2001 are amended as follows.
(2) In regulation 4(2) (application of directors disqualification legislation to LLPs), omit sub-paragraph (e).
(3) In regulation 5(2) (application of insolvency legislation to LLPs)—
(a) in sub-paragraph (d) for “the 1985 Act” substitute “the Companies Acts”;
(b) in sub-paragraph (e) omit “to the memorandum of association of a company and”.
193.—(1) The Land Registration Act 2002 is amended as follows.
(2) In section 106(2) (power of registrar to form companies etc: interpretation), in the definition of “company” for “within the meaning of the Companies Act 1985” substitute “as defined in section 1(1) of the Companies Act 2006”.
(3) For section 121 (forwarding of applications to registrar of companies) substitute—
121.—(1) The Lord Chancellor may by rules make provision about the transmission by the registrar to the registrar of companies of applications under—
(a) Part 25 of the Companies Act 2006 (registration of charges over property of companies registered in the United Kingdom), or
(b) regulations under section 1052 of that Act (registration of charges over property in the United Kingdom of overseas companies).
(2) In subsection (1) “the registrar of companies” has the same meaning as in the Companies Acts (see section 1060 of the Companies Act 2006).”.
194.—(1) The Commonhold and Leasehold Reform Act 2002 is amended as follows.
(2) In section 1(1)(b) (commonhold land), for “memorandum of association” substitute “articles of association”.
(3) In section 5(1)(d) (registered details), for “memorandum and articles of association” substitute “articles of association”.
(4) In section 8(3)(c) (transitional period: relevant provisions), for “memorandum or articles” substitute “articles”.
(5) In section 13(6)(c) (references to joint unit-holders), for “memorandum or articles of association” substitute “articles of association”.
(6) In section 31 (commonhold community statement: form and content)—
(a) in subsection (4)(b) for “memorandum or articles” substitute “articles”, and
(b) in subsection (9)(d) for “memorandum or articles of association” substitute “articles of association”.
(7) In section 34 (constitution of a commonhold association), for subsection (1) substitute—
“(1) A commonhold association is a private company limited by guarantee—
(a) the articles of which state that an object of the company is to exercise the functions of a commonhold association in relation to specified commonhold land, and
(b) the statement of guarantee of which specifies £1 as the amount of the contribution required from each member in the event of the company being wound up.”.
(8) In section 36(2) and (3)(b) (voting) for “memorandum or articles of association” substitute “articles of association”.
(9) In section 37(1)(b) (enforcement of commonhold rights), for “memorandum or articles” substitute “articles”.
(10) In section 40(1)(a) (rectification of documents), for “memorandum or articles of association” substitute “articles of association”.
(11) In section 51(3)(b) (succession order), for “memorandum and articles of association” substitute “articles of association”.
(12) In section 57(2) (multiple site commonholds), for “memorandum of association” substitute “articles of association”.
(13) In section 58(4)(b) (development rights), for “memorandum and articles of association” substitute “articles of association”.
(14) In section 69 (interpretation)—
(a) in subsection (1), for the definition of “object” substitute—
““object”, in relation to a commonhold association, means an object stated in the association’s articles of association (see section 31 of the Companies Act 2006);”;
(b) in subsection (3), for “the Companies Act 1985” substitute “the Companies Act 2006”.
(15) In section 73(2)(b) (RTM companies), for “memorandum of association states” substitute “articles of association state”.
(16) In section 74 (RTM companies: membership and regulations)—
(a) in subsection (2) for “memorandum of association and articles of association” substitute “articles of association”;
(b) in subsections (3) and (5) for “memorandum or articles” substitute “articles”;
(c) in subsection (6)—
(i) in the opening words, for “a memorandum or articles” substitute “articles”, and
(ii) in paragraph (a), for “memorandum or articles” substitute “articles”;
(d) for subsection (7) substitute—
“(7) Section 20 of the Companies Act 2006 (default application of model articles) does not apply to a RTM company.”.
(17) In section 78(4)(a) and (b) and (5)(a) and (c) (notice inviting participation) for “memorandum of association and articles of association” substitute “articles of association”.
(18) In section 87(4)(d) (deemed withdrawal of claim notice if RTM company struck off), for “section 652 or 652A of the Companies Act 1985” substitute “section 1000, 1001 or 1003 of the Companies Act 2006”.
(19) In section 105(3)(d) (cessation of right to manage if RTM company struck off), for “section 652 or 652A of the Companies Act 1985” substitute “section 1000, 1001 or 1003 of the Companies Act 2006”.
(20) In Schedule 1 (application for registration of a freehold estate in commonhold land)—
(a) in paragraph 2, for “certificate of incorporation under section 13 of the Companies Act 1985” substitute “certificate of incorporation under section 15 of the Companies Act 2006”;
(b) in paragraph 3, for “section 28 of that Act” substitute “section 80 of that Act (change of name)”;
(c) in paragraphs 4 and 7(a), for “memorandum and articles of association” substitute “articles of association”.
195.—(1) Schedule 3 (constitution of commonhold association) to the Commonhold and Leasehold Reform Act 2002 is amended as follows.
(2) In the heading to Part 1 for “Memorandum and Articles of Association” substitute “Articles of Association”.
(3) For paragraph 1 (introduction) substitute—
“1. In this Schedule “articles” means the articles of association of a commonhold association.”.
(4) In paragraph 2 (form and content)—
(a) in sub-paragraph (1) for “the memorandum and articles” substitute “the articles”;
(b) in sub-paragraphs (2) and (4) for “memorandum or articles” substitute “articles”;
(c) in sub-paragraph (5)—
(i) in the opening words, for “a memorandum or articles” substitute “articles”, and
(ii) in paragraph (a) for “memorandum or articles” substitute “articles”;
(d) after sub-paragraph (5) insert—
“(6) Section 20 of the Companies Act 2006 (default application of model articles) does not apply to a commonhold association.”.
(5) In paragraph 3 (alteration)—
(a) in sub-paragraph (1)—
(i) for “memorandum or articles” substitute “articles”;
(ii) for “specified in its memorandum” substitute “specified in its articles”;
(b) in sub-paragraph (2) for “an altered memorandum or altered articles” substitute “altered articles”;
(c) in sub-paragraph (3) for “memorandum or articles” substitute “articles”.
(6) Omit paragraph 4 (disapplication of Companies Act 1985).
(7) In paragraph 5 (pre-commonhold period)—
(a) for “land specified in its memorandum” substitute “land specified in its articles”;
(b) for “the memorandum” substitute “the association’s memorandum of association”.
(8) In paragraph 6(2) (membership during transitional period) for “the memorandum” substitute “the association’s memorandum of association”.
(9) In paragraph 11 (effect of registration as member), for “section 352 of the Companies Act 1985” substitute “section 113 of the Companies Act 2006”.
(10) In paragraph 14 (register of members)—
(a) in sub-paragraph (1), for “section 352 of the Companies Act 1985” substitute “section 113 of the Companies Act 2006”;
(b) in sub-paragraph (4), for “a requirement of section 352 for the purposes of section 352(5) (fines)” substitute “a requirement of section 113 for the purposes of section 113(7) and (8) (offences)”.
(11) For paragraph 15 substitute—
15.—(1) Section 112(1) of the Companies Act 2006 (initial members of company) applies to a commonhold association subject to the provisions of this Schedule.
(2) The following provisions of that Act do not apply to a commonhold association—
section 112(2) (new members);
section 136 (membership of holding company).”.
(12) In paragraph 16 (name of association), in paragraph (a), for “Companies Act 1985” substitute “Companies Act 2006”.
(13) In paragraph 17—
(a) for the heading substitute “Statement of compliance”;
(b) for “section 12 of the Companies Act 1985 (registration: compliance with Act)” substitute “section 13 of the Companies Act 2006 (registration: statement of compliance)”.
196.—(1) Part 8 of the Proceeds of Crime Act 2002 (investigations) is amended as follows.
(2) In section 364(3) (meaning of “customer information”)—
(a) in paragraph (d) (registered number), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”, and
(b) in paragraph (f) (present and previous registered offices), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006 (or corresponding earlier legislation)”.
(3) In section 398(3) (meaning of “customer information”)—
(a) in paragraph (d) (registered number), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006”, and
(b) in paragraph (f) (present and previous registered offices), for “the Companies Act 1985 or the Companies (Northern Ireland) Order 1986” substitute “the Companies Act 2006 (or corresponding earlier legislation)”.
197. In Schedule 2 to the Police Reform Act 2002 (the Independent Police Complaints Commission)—
(a) in paragraph 1(5)(e)(i) (chairman: grounds for removal from office), for “Part 2 of the Companies (Northern Ireland) Order 1989” substitute “the Company Directors Disqualification (Northern Ireland) Order 2002”;
(b) in paragraph 2(6)(e)(i) (ordinary member: grounds for removal from office), for “Part 2 of the Companies (Northern Ireland) Order 1989” substitute “the Company Directors Disqualification (Northern Ireland) Order 2002”.
198.—(1) The Education Act 2002 is amended as follows.
(2) In section 11(9) (powers of governing bodies to form or invest in companies to provide services etc: interpretation), in the definition of “company” for “the Companies Act 1985” substitute “the Companies Act 2006”.
(3) In section 13(3) (general powers of Secretary of State in connection with education functions: meaning of “company”), for “within the meaning of the Companies Act 1985” substitute “as defined in section 1(1) of the Companies Act 2006”.
199.—(1) The Enterprise Act 2002 is amended as follows.
(2) In section 79(9) (restrictions on dealings in the context of mergers: interpretation)—
(a) for “Sections 736 and 736A of the Companies Act 1985” substitute “Section 1159 of, and Schedule 6 to, the Companies Act 2006”;
(b) for “subsections (8) and (9) of section 736A” substitute “paragraph 8 of Schedule 6”.
(3) In section 129(1) (further interpretation), in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.
(4) In section 223 (enforcement orders: groups of companies), for subsection (5) substitute—
“(5) In this section “subsidiary” has the meaning given by section 1159 of the Companies Act 2006.”.
(5) In Schedule 8 (provision that may be contained in certain enforcement orders), in paragraph 13(3)(g) for “memorandum and articles” substitute “articles”.
(6) In Schedule 15 (disclosure of information: enactments conferring functions), omit the entries relating to the Companies (Northern Ireland) Order 1989 and the Companies (Northern Ireland) Order 1990.
200.—(1) The Water Industry (Scotland) Act 2002 is amended as follows.
(2) In section 25(3)(a) (powers of Scottish Water: formation and promotion of companies), for “(within the meaning of the Companies Act 1985)” substitute “under the Companies Act 2006”.
(3) In section 43(4) (guarantees: meaning of “subsidiary” of Scottish Water), for “is to be construed in accordance with section 736 of the Companies Act 1985” substitute “has the meaning given by section 1159 of the Companies Act 2006”.
201. In paragraph 27 of Schedule 2 to the Scottish Public Services Ombudsman Act 2002 (listed authorities: local enterprise companies)—
(a) in the opening words, for “within the meaning of the Companies Act 1985” substitute “as defined in section 1(1) of the Companies Act 2006”, and
(b) in paragraph (a), for “within the meaning of that Act” substitute “as defined in section 1159 of that Act”.
202. In section 4(1) of the Industrial Development Act (Northern Ireland) 2002 (interpretation), in the definition of “LEDU”, omit “within the meaning of the Companies (Northern Ireland) Order 1986”.
203. The Companies Directors Disqualification (Northern Ireland) Order 2002 is amended as follows.
204.—(1) Article 2 (interpretation) is amended as follows.
(2) In paragraph (2)—
(a) in the definition of “administrative receiver”, for “the Insolvency Order” substitute “the Insolvency (Northern Ireland) Order 1989”;
(b) for the definition of “company” substitute—
““company” means—
a company registered under the Companies Act 2006 in Northern Ireland, or
a company that may be wound up under Part 6 of the Insolvency (Northern Ireland) Order 1989 (unregistered companies);”;
(c) after that definition insert—
““the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006;”;
(d) omit the definitions of “the companies legislation” and “the Companies Order”;
(e) for the definition of “director” substitute—
““director” includes any person occupying the position of director by whatever name called;”;
(f) omit the definition of “the Insolvency Order”;
(g) for the definition of “officer” substitute—
““officer” has the same meaning as in the Companies Acts (see section 1173(1) of the Companies Act 2006);”;
(h) in the definition of “the official receiver”, for “the Insolvency Order” substitute “the Insolvency (Northern Ireland) Order 1989”;
(i) for the definition of “the registrar” substitute—
““the registrar” means the registrar of companies for Northern Ireland;”.
(3) In paragraph (3), for “the Insolvency Order” substitute “the Insolvency (Northern Ireland) Order 1989”.
(4) For paragraph (4) substitute—
“(4) Any reference to provisions, or a particular provision, of the Companies Acts or the Insolvency (Northern Ireland) Order 1989 includes the corresponding provisions or provision of corresponding earlier legislation.”.
(5) In paragraph (5), after “Acts” insert “(see section 1174 of, and Schedule 8 to, the Companies Act 2006)”.
205.—(1) Article 6 (disqualification for persistent default under companies legislation) is amended as follows.
(2) In paragraph (3)(b)—
(a) for paragraph (iii) substitute—
“(iii) section 1113 of the Companies Act 2006 (enforcement of company’s filing obligations),”;
(b) in paragraph (iv), for “the Insolvency Order” substitute “the Insolvency (Northern Ireland) Order 1989”;
(c) in paragraph (v), for “the Insolvency Order” substitute “that Order”.
(3) After paragraph (3) insert—
“(3A) In this Article “the companies legislation” means the Companies Acts and Parts 2 to 7 of the Insolvency (Northern Ireland) Order 1989 (company insolvency and winding up).”.
206. In Article 8 (disqualification on summary conviction of offence), after paragraph (4) insert—
“(4A) In this Article “the companies legislation” means the Companies Acts and Parts 2 to 7 of the Insolvency (Northern Ireland) Order 1989 (company insolvency and winding up).”.
207.—(1) Article 11(2) (disqualification after investigation of company: meaning of “investigative material”) is amended as follows.
(2) For sub-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 Article 24E(2)).
(3) In sub-paragraph (b), for paragraph (i) substitute—
“(i) section 437, 446E, 447, 448, 451A or 453A of the Companies Act 1985;”.
208. In Article 13 (matters for determining unfitness of directors), omit paragraph (4).
209. In Articles 14(1), 23(1) and (3)(a)(i) and 24(1) (and the Article heading), for “the Insolvency Order” substitute “the Insolvency (Northern Ireland) Order 1989”.
210. In Article 15 (undischarged bankrupts), after paragraph (2) add—
“(3) In this Article “company” includes a company incorporated outside Northern Ireland that has an established place of business in Northern Ireland.”.
211. In Article 22(2) (register of disqualification orders and undertakings), omit “, which was set up by it under Article 309 of the Companies Order”.
212. After Article 24C insert—
24D.—(1) This Order applies to building societies as it applies to companies.
(2) References in this Order to a company, or to a director or an officer of a company, include, respectively, references to a building society within the meaning of the Building Societies Act 1986 or to a director or officer, within the meaning of that Act, of a building society.
(3) In relation to a building society the definition of “shadow director” in Article 2(2) applies with the substitution of “building society” for “company”.
(4) In the application of Schedule 1 to the directors of a building society references to provisions of the Companies Act 2006 or the Insolvency (Northern Ireland) Order 1989 include references to the corresponding provisions of the Building Societies Act 1986.
24E.—(1) This Order applies to open-ended investment companies with the following modifications.
(2) In Article 11(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 Article “open-ended investment company” has the meaning given by section 236 of the Financial Services and Markets Act 2000.”.
213. In Article 25(4) (application of Order to incorporated friendly societies), for “the Insolvency Order, the Companies Order or the Companies Act 2006” substitute “the Companies Act 2006 or the Insolvency (Northern Ireland) Order 1989”.
214. In Article 25A(3) (application of Order to registered societies), for “the Insolvency Order or the Companies Order” substitute “the Companies Act 2006 or the Insolvency (Northern Ireland) Order 1989”.
215.—(1) Schedule 1 (matters for determining unfitness of directors) is amended as follows.
(2) 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”.
(3) In paragraph 3, for “the Insolvency Order” substitute “the Insolvency (Northern Ireland) Order 1989”.
(4) For paragraph 4 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—
section 113 (register of members);
section 114 (register to be kept available for inspection);
section 162 (register of directors);
section 165 (register of directors’ residential addresses);
section 167 (duty to notify registrar of changes: directors);
section 275 (register of secretaries);
section 276 (duty to notify registrar of changes: secretaries);
section 386 (duty to keep accounting records);
section 388 (where and for how long accounting records to be kept);
section 854 (duty to make annual returns);
section 860 (duty to register charges).”.
(5) Omit paragraph 6 (application of Part 1 of Schedule to directors of open-ended investment companies) (but see Article 24E(3)).
(6) Omit paragraph 7 (application of Part 1 of Schedule to directors of building societies) (but see Article 24D(4)).
(7) In paragraphs 10 to 12, for “the Insolvency Order” substitute “the Insolvency (Northern Ireland) Order 1989”.
216. In section 1(2) of the Electricity (Miscellaneous Provisions) Act 2003 (expenditure relating to British Energy plc), in the definition of “British Energy company” for “the Companies Act 1985” substitute “the Companies Acts (see section 1159 of the Companies Act 2006)”.
217. In Schedule 4 to the Railways and Transport Safety Act 2003 (British Transport Police Authority), in paragraph 7(3)(b) (eligibility for appointment) for “Part II of the Companies (Northern Ireland) Order 1989” substitute “the Company Directors Disqualification (Northern Ireland) Order 2002”.
218.—(1) The Land Reform (Scotland) Act 2003 is amended as follows.
(2) In section 34 (community bodies)—
(a) in subsection (1) for “memorandum and articles of association” substitute “articles of association”;
(b) in subsection (3) for “the same meaning as in section 1(2)(b) of the Companies Act 1985” substitute “the meaning given by section 3(3) of the Companies Act 2006”;
(c) in subsection (7) for “memorandum and articles” substitute “articles”.
(3) In section 71 (crofting community bodies)—
(a) in subsection (1) for “memorandum and articles of association” substitute “articles of association”;
(b) in subsection (3) for “the same meaning as in section 1(2)(b) of the Companies Act 1985” substitute “the meaning given by section 3(3) of the Companies Act 2006”;
(c) in subsection (7) for “memorandum and articles” substitute “articles”.
219. In Article 5 of the Strategic Investment and Regeneration of Sites (Northern Ireland) Order 2003 (designation of company to exercise strategic investment functions)—
(a) in paragraph (2)(b), for “formed and registered under the Companies (Northern Ireland) Order 1986” substitute “formed and registered under the Companies Act 2006 in Northern Ireland”;
(b) in paragraph (3), for “Article 4(2) and (3) of the Companies (Northern Ireland) Order 1986” substitute “Section 1159(2) and (4) of the Companies Act 2006”.
220.—(1) The Energy Act 2004 is amended as follows.
(2) In section 37 (general interpretation of Part 1, Chapter 1)—
(a) in subsection (5) for “Section 736A of the Companies Act 1985” substitute “Schedule 6 to the Companies Act 2006” and for “section 736(1)(a)” substitute “section 1159”;
(b) in subsection (7), in the definition of “company” for “has the same meaning as in the Companies Act 1985” substitute “means a company as defined in section 1(1) of the Companies Act 2006”.
(3) In section 50(5) (interpretation of Part 1, Chapter 2), for “has the same meaning as in the Companies Act 1985” substitute “means a company as defined in section 1(1) of the Companies Act 2006”.
(4) In section 171 (interpretation), in subsection (1)—
(a) for the definition of “company” substitute—
““company” means—
a company registered under the Companies Act 2006, or
an unregistered company;”;
(b) for the definition of “court” substitute—
““court”, in relation to a company, means the court—
having jurisdiction to wind up the company, or
that would have such jurisdiction apart from section 221(2) or 441(2) of the Insolvency Act 1986 (exclusion of winding up jurisdiction in case of companies having principal place of business in, or incorporated in, Northern Ireland);”;
(c) for the definition of “non-GB company” substitute—
““non-GB company” means a company incorporated outside Great Britain;”;
(d) for the definition of “unregistered company” substitute—
The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009