Office of Public Sector Information

(3) In section 45(2)(b) (meaning of financial support: group of companies), for “within the meaning given in section 736 of the Companies Act 1985” substitute “within the meaning of section 1159 of the Companies Act 2006”.

(4) In section 51 (interpretation of sections 43 to 50), for subsection (1) substitute—

“(1) In sections 43 to 50—

“group of companies” means a holding company and its subsidiaries (and references to a member of a group of companies are to be read accordingly); and

“holding company” and “subsidiary” have the meaning given by section 1159 of the Companies Act 2006.”.

(5) In section 57 (application of provisions to partnerships and LLPs)—

(a) in subsection (2)(d), for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”;

(b) in subsection (6), for paragraph (a) substitute—

“(a) a limited liability partnership registered under the Limited Liability Partnerships Act 2000, or”.

(6) In section 87(2) (Pensions Regulator: persons to whom disclosure permitted), in paragraph (c)(ii) omit “of the Companies (Northern Ireland) Order 1989 or”.

(7) In section 121(10) (meaning of “insolvency event” etc: 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”.

(8) In section 201(2) (Board of Pension Protection Fund: persons to whom disclosure permitted), in paragraph (c)(ii) omit “of the Companies (Northern Ireland) Order 1989 or”.

(9) In section 243(3) (supplementary provisions relating to member-nominated trustees and directors: 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”.

(10) In section 248(8) (requirement for knowledge and understanding: corporate trustees), 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”.

(11) In section 306(4) (provisions overriding company’s memorandum and articles), for “memorandum or articles”, in each place where it occurs, substitute “articles”.

(12) In Schedule 3 (Pensions Regulator: permitted disclosure to facilitate exercise of functions)—

(a) in the entry relating to persons authorised to exercise powers under companies legislation omit—

(i) in the first column, paragraph (b), and

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

(b) in the entry relating to the Department of Enterprise, Trade and Investment in Northern Ireland, omit paragraphs (a) and (c) and the word “or” at the end of paragraph (b);

(c) omit the entry relating to inspectors appointed by that Department and functions under Part 15 of the Companies (Northern Ireland) Order 1986;

(d) in the entry relating to any body carrying on activities concerned with any of the matters set out in section 16(2) of the Companies (Audit, Investigations and Community Enterprise) Act 2004, in the first column—

(i) omit “or Article 16(2) of the Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005”, and

(ii) for “(within the meaning given by section 736 of the Companies Act 1985 or Article 4 of the Companies (Northern Ireland) Order 1986)” substitute “(as defined in section 1159 of the Companies Act 2006)”.

(13) In Schedule 8 (Board of Pensions Protection Fund: permitted disclosure to facilitate exercise of functions)—

(a) in the entry relating to persons authorised to exercise powers under (amongst other powers) section 447 of the Companies Act 1985 omit—

(i) in the first column, paragraph (b), and

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

(b) in the entry relating to the Department of Enterprise, Trade and Investment in Northern Ireland, omit paragraphs (a) and (c) and the word “or” at the end of paragraph (b);

(c) omit the entry relating to inspectors appointed by that Department and functions under Part 15 of the Companies (Northern Ireland) Order 1986.

London Local Authorities Act 2004 (c. i)

244.  In section 9(13) of the London Local Authorities Act 2004 (bird nuisance: meaning of “protected party”), for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.

Limited Liability Partnerships Regulations (Northern Ireland) 2004 (S.R. (NI) 2004 No 307)

245.—(1) The Limited Liability Partnerships Regulations (Northern Ireland) 2004 are amended as follows.

(2) In regulation 4(2) (application of directors disqualification legislation to LLPs)—

(a) for sub-paragraph (b) substitute—

“(b) references to the Companies Acts shall include references to the Limited Liability Partnerships Act 2000 and regulations made thereunder and references to the companies legislation shall include references to that Act, regulations made thereunder and any enactment applied by regulations to limited liability partnerships;”;

(b) omit sub-paragraph (d).

(3) In regulation 5(2) (application of insolvency legislation to LLPs)—

(a) for sub-paragraph (d) substitute—

“(d) references—

(i) to the Companies Acts, the Companies (No. 2) (Northern Ireland) Order 1990 or the Company Directors Disqualification (Northern Ireland) Order 2002, or to any provision of those Acts or Orders, or

(ii) to any provision of the 1989 Order,

shall include references to those Acts, Orders or provisions as they apply to limited liability partnerships by virtue of the Limited Liability Partnerships Act 2000;”;

(b) in sub-paragraph (e), omit “to the memorandum of association of a company and”.

Railways Act 2005 (c. 14)

246.  In the Railways Act 2005—

(a) in section 16(6) (relaxation of contractual restrictions on Transport for London: meaning of “subsidiary”), and

(b) in paragraph 12(1) of Schedule 2 (transfer schemes: interpretation), in the definition of “subsidiary”,

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

Gambling Act 2005 (c. 19)

247.  In section 102(3)(c) of the Gambling Act 2005 (change of corporate control), for “section 736 of the Companies Act 1985” substitute “section 1159 of the Companies Act 2006”.

Water Services etc. (Scotland) Act 2005 (asp 3)

248.  In section 13(3)(a) of the Water Services etc. (Scotland) Act 2005 (establishment of water and sewerage services undertaking by Scottish Water)—

(a) in sub-paragraph (i), for “to be construed in accordance with section 736 of the Companies Act 1985” substitute “as defined in section 1159 of the Companies Act 2006”;

(b) in sub-paragraph (ii), for “within the meaning of that Act” substitute “as defined in section 1(1) of that Act”.

Gaelic Language (Scotland) Act 2005 (asp 7)

249.  In paragraph 11(1)(b) of Schedule 1 to the Gaelic Language (Scotland) Act 2005 (powers of Bòrd Na Gàidhlig: formation, promotion and acquisition of companies), for “within the meaning of the Companies Act 1985” substitute “as defined in section 1(1) of the Companies Act 2006”.

Charities and Trustee Investment (Scotland) Act 2005 (asp 10)

250.—(1) The Charities and Trustee Investment (Scotland) Act 2005 is amended as follows.

(2) In section 56 (conversion of charity into Scottish charitable incorporated organisation), in subsection (6A)—

(a) for “registered as a company in Scotland” substitute “registered under the Companies Act 2006 in Scotland”, and

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

(3) In section 58 (conversion of charity into Scottish charitable incorporated organisation: supplementary provisions)—

(a) in subsection (3)(b) for “the Companies Act 1985” substitute “the Companies Act 2006”;

(b) in subsection (7)(a) (meaning of “registrar of companies”), omit “(within the meaning of the Companies Act 1985)”.

(4) In section 106 (general interpretation)—

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

““company” means a company registered under the Companies Act 2006 in England and Wales or Scotland,”;

(b) in the definition of “constitution”, for paragraph (a) substitute—

“(a) in relation to a charity or other body which is a company, means its articles of association,”.

Transport (Scotland) Act 2005 (asp 12)

251.  In paragraph 12 of Schedule 1 to the Transport (Scotland) Act 2005 (powers of regional Transport Partnerships: formation and promotion of companies), for “within the meaning of the Companies Act 1985” substitute “under the Companies Act 2006”.

Pensions (Northern Ireland) Order 2005 (S.I. 2005/255 (N.I. 1))

252.—(1) The Pensions (Northern Ireland) Order 2005 is amended as follows.

(2) In Article 2(2) (general interpretation), omit the definition of “the Companies Order”.

(3) In Article 40(2) (meaning of “service company”)—

(a) in sub-paragraph (a), for “within the meaning given by Article 3(1) of the Companies Order” substitute “as defined in section 1(1) of the Companies Act 2006”;

(b) in sub-paragraph (c)—

(i) for “accounts” substitute “individual accounts”, and

(ii) for “Article 234 of that Order” substitute “Part 15 of that Act”.

(4) In Article 41(2)(b) (meaning of “financial support”), for “within the meaning given in Article 4 of the Companies Order” substitute “within the meaning of section 1159 of the Companies Act 2006”.

(5) In Article 47 (Articles 39 to 46: interpretation), for paragraph (1) substitute—

“(1) In Articles 39 to 46—

“group of companies” means a holding company and its subsidiaries (and references to a member of a group of companies are to be read accordingly); and

“holding company” and “subsidiary” have the meaning given by section 1159 of the Companies Act 2006.”.

(6) In Article 53 (Articles 34 to 52: application to partnerships and LLPs)—

(a) in paragraph (2)(c), for “Article 4 of the Companies Order” substitute “section 1159 of the Companies Act 2006”;

(b) in paragraph (6), for sub-paragraph (a) substitute—

“(a) a limited liability partnership registered under the Limited Liability Partnerships Act 2000, or”.

(7) In Article 105(10) (meaning of “insolvency event” etc: interpretation), in the definition of “company”, for “within the meaning given by Article 3(1) of the Companies Order” substitute “as defined in section 1(1) of the Companies Act 2006”.

(8) In Article 220(3) (member-nominated trustees and directors: supplementary), in the definition of “company”, for “within the meaning given by Article 3(1) of the Companies Order” substitute “as defined in section 1(1) of the Companies Act 2006”.

(9) In Article 225(8) (requirement for knowledge and understanding: corporate trustees), for “within the meaning given by Article 3(1) of the Companies Order” substitute “as defined in section 1(1) of the Companies Act 2006”.

(10) In Schedule 3 (Pensions Regulator: permitted disclosure to facilitate exercise of functions)—

(a) in the second column of the entry relating to the Department of Enterprise, Trade and Investment, omit paragraphs (a) and (c) and the word “or” at the end of paragraph (b);

(b) omit the entry relating to an inspector appointed by the Department of Enterprise, Trade and Investment and functions under Part 15 of the Companies (Northern Ireland) Order 1986;

(c) in the entry relating to a person authorised to exercise powers under (amongst other powers) Article 440 of the Companies (Northern Ireland) Order 1986, omit—

(i) in the first column, paragraph (b), and

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

(d) in the entry relating to any body carrying on activities concerned with any of the matters set out in section 16(2) of the Companies (Audit, Investigations and Community Enterprise) Act 2004, in the first column—

(i) omit “or Article 16(2) of the Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005”, and

(ii) for “(within the meaning given by section 736 of the Companies Act 1985 or Article 4 of the Companies (Northern Ireland) Order 1986)” substitute “(as defined in section 1159 of the Companies Act 2006)”.

(11) In Schedule 7 (Board of Pensions Protection Fund: permitted disclosure to facilitate exercise of functions)—

(a) in the entry relating to the Department of Enterprise, Trade and Investment, in the second column omit paragraphs (a) and (c) and the word “or” at the end of paragraph (b);

(b) omit the entry relating to inspectors appointed by that Department and functions under Part 15 of the Companies (Northern Ireland) Order 1986;

(c) in the entry relating to persons authorised to exercise powers under (amongst other powers) section 447 of the Companies Act 1985 omit—

(i) in the first column, paragraph (b), and

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

Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10))

253.  In Article 10(3)(c) of the Insolvency (Northern Ireland) Order 2005 (application of company arrangement provisions to non-companies), for “Article 418 of the Companies (Northern Ireland) Order 1986” substitute “Part 26 of the Companies Act 2006”.

Colleges of Education (Northern Ireland) Order 2005 (S.I. 2005/1963 (N.I. 13))

254.  In Article 7(1)(j) of the Colleges of Education (Northern Ireland) Order 2005 (powers of governing bodies: forming or promoting companies), for “(within the meaning of the Companies (Northern Ireland) Order 1986)” substitute “under the Companies Act 2006”.

Natural Environment and Rural Communities Act 2006 (c. 16)

255.  In paragraph 1 of Schedule 10 to the Natural Environment and Rural Communities Act 2006 (ancillary provisions relating to Boards: acting through subsidiaries), in sub-paragraph (2) 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”.

Government of Wales Act 2006 (c. 32)

256.  In section 141(6)(a) of the Government of Wales Act 2006 (accounting standards), for “section 262 of that Act” substitute “section 474 of that Act”.

Fraud Act 2006 (c. 35)

257.  In section 9(3)(a) of the Fraud Act 2006 (offence of participating in fraudulent business: exclusion of business carried on by company), for “(within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986)” substitute “(as defined in section 1(1) of the Companies Act 2006)”.

National Health Service Act 2006 (c. 41)

258.—(1) The National Health Service Act 2006 is amended as follows.

(2) In section 223(4) (powers of Secretary of State in connection with public-private partnerships: meaning of “company”), for “within the meaning of the Companies Act 1985” substitute “as defined in section 1(1) of the Companies Act 2006”.

(3) In paragraph 23 of Schedule 7 (public benefit corporations: appointment of auditor)—

(a) for sub-paragraphs (3) and (4) substitute—

“(3) An auditor may be—

(a) an officer of the Audit Commission (if appointed by the board with the agreement of the Commission),

(b) an individual who is not an officer of the Audit Commission, or

(c) a firm.

(4) A person appointed as auditor must be—

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

(b) a member of one or more of the bodies listed in section 3(7)(a) to (e) of the Audit Commission Act 1998, or

(c) a member of any other body of accountants approved by the regulator for the purposes of this paragraph.”,

(b) for sub-paragraph (7) substitute—

“(7) In this paragraph—

“the Audit Commission” means the Audit Commission for Local Authorities and the National Health Service in England; and

“firm” has the same meaning as in the Audit Commission Act 1998 (see section 53(1) of that Act).”.

National Health Service (Wales) Act 2006 (c. 42)

259.  In section 170(4) of the National Health Service (Wales) Act 2006 (powers of Welsh Ministers in connection with public-private partnerships: meaning of “company”), for “within the meaning of the Companies Act 1985” substitute “as defined in section 1(1) of the Companies Act 2006”.

Companies Act 2006 (c. 46)

260.—(1) The Companies Act 2006 is amended as follows.

(2) In section 367(5) (terms of resolution), for “subsection (2)” substitute “subsection (3)”.

(3) In section 601 (public company’s share capital: approval by members of agreement for transfer of non-cash asset)—

(a) in subsection (1), for paragraph (b) substitute—

“(b) copies of the valuer’s report must have been circulated to the members entitled to notice of the meeting at which the resolution is proposed, not later than the date on which notice of the meeting is given, and”;

(b) omit subsection (3).

(4) In section 839(6) (distributions justified by reference to initial accounts: requirements applicable to public companies), for paragraph (b) substitute—

“(b) a copy of that statement must have been laid before the company in general meeting.”.

(5) In section 938(2) (mergers and divisions of public companies: power of court to summon meeting), for paragraph (c) substitute—

“(c) if the company is being wound up, the liquidator, or

(d) if the company is in administration, the administrator.”.

(6) In section 1087(1) (material not to be made available for public inspection), for paragraph (j) substitute—

“(j) the contents of any documents held by the registrar pending a decision of the Regulator of Community Interest Companies under—

(i) section 36A of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (eligibility for registration as community interest company),

(ii) section 38 of that Act (eligibility for conversion to community interest company), or

(iii) section 55 of that Act (eligibility for conversion from community interest company to charity),

and that the registrar is not later required to record;”.

(7) In the following provisions for “a receiver and manager” substitute “an interim manager”—

(a) section 1140(2)(c)(ii) (service of documents: persons to whom the section applies);

(b) section 1154(1)(b) and (2)(b) (duty to notify registrar of certain appointments).

(8) After section 1170 insert—

“Receiver or manager and certain related references

1170A.—(1) Any reference in the Companies Acts to a receiver or manager of the property of a company, or to a receiver of it, includes a receiver or manager or (as the case may be) a receiver of part only of that property and a receiver only of the income arising from the property or from part of it.

(2) Any reference in the Companies Acts to the appointment of a receiver or manager under powers contained in an instrument includes an appointment made under powers that by virtue of an enactment are implied in and have effect as if contained in an instrument.

Meaning of “contributory”

1170B.—(1) In the Companies Acts “contributory” means every person liable to contribute to the assets of a company in the event of its being wound up.

(2) For the purposes of all proceedings for determining, and all proceedings prior to the final determination of, the persons who are to be deemed contributories, the expression includes any person alleged to be a contributory.

(3) The reference in subsection (1) to persons liable to contribute to the assets does not include a person so liable by virtue of a declaration by the court under—

(a) section 213 of the Insolvency Act 1986 or Article 177 of the Insolvency (Northern Ireland) Order 1989 (fraudulent trading), or

(b) section 214 of that Act or Article 178 of that Order (wrongful trading).”.

(9) In Schedule 8 (index of defined expressions) at the appropriate places insert—

Police, Public Order and Criminal Justice (Scotland) Act 2006 (asp 10)

261.—(1) The Police, Public Order and Criminal Justice (Scotland) Act 2006 is amended as follows.

(2) In paragraph 15(1)(d) of Schedule 1 (powers of Scottish Police Services Authority: formation and promotion of companies), for “(within the meaning of the Companies Act 1985)” substitute “under the Companies Act 2006”.

(3) In Schedule 4 (Police Complaints Commissioner for Scotland), in paragraph 3(5)(e) (grounds for removal from office) for “Part 2 of the Companies (Northern Ireland) Order 1989” substitute “the Company Directors Disqualification (Northern Ireland) Order 2002”.

Interests of Members of the Scottish Parliament Act 2006 (asp 12)

262.—(1) Section 19(1) of the Interests of Members of the Scottish Parliament Act 2006 (interpretation) is amended as follows.

(2) Omit the definition of “the 1985 Act”.

(3) In the definition of “company”, for “within the meaning of the 1985 Act” substitute “as defined in section 1(1) of the Companies Act 2006”.

(4) In the definitions of “parent undertaking” and “subsidiary undertaking” for “section 258 of the 1985 Act” substitute “the Companies Acts (see section 1162 of the Companies Act 2006)”.

(5) In the definition of “undertaking”, for “section 259 of the 1985 Act” substitute “the Companies Acts (see section 1161(1) of the Companies Act 2006)”.

Water and Sewerage Services (Northern Ireland) Order 2006 (S.I. 2006/3336 (N.I. 21))

263.—(1) The Water and Sewerage Services (Northern Ireland) Order 2006 is amended as follows.

(2) In Article 2(2) (general interpretation), for the definition of “limited company” substitute—

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

(3) In Article 268(1) (interpretation of Part 10)—

(a) for the definition of “the Companies Order” substitute—

““the Companies Acts” has the meaning given by section 2(1) of the Companies Act 2006;”;

(b) for the definitions of “subsidiary” and “subsidiary undertaking” substitute—

““subsidiary” and “subsidiary undertaking” have the same meanings as in the Companies Acts (see sections 1159 and 1162 of the Companies Act 2006);”.

(4) In Article 269(1)(a) (the successor company), for “, within the meaning of the Companies Order” substitute “(within the meaning of section 3 of the Companies Act 2006)”.

(5) In Article 271 (initial departmental holding in successor company: shares to be issued as if fully paid up in cash)—

(a) in paragraph (4)(b), for “the Companies Order” substitute “the Companies Acts”;

(b) in paragraph (5), omit “(as defined in section 2 of the Companies Act 2006)”.

(6) In Article 276(5) (accounts etc of successor company), omit “(as defined in section 2 of the Companies Act 2006)”.

Cross-Border Insolvency Regulations 2006 (S.I. 2006/1030)

264.—(1) The Cross-Border Insolvency Regulations 2006 are amended as follows.

(2) In regulation 1 (citation, commencement and interpretation), after paragraph (2) insert—

“(3) In these Regulations “overseas company” has the meaning given by section 1044 of the Companies Act 2006 and “establishment”, in relation to such a company, has the same meaning as in the Overseas Companies Regulations 2009.”.

(3) In Schedule 2 (procedural matters in England and Wales)—

(a) in paragraph 1(1) (interpretation), for the definition of “relevant company” substitute—

““relevant company” means a company that is—

(b) in paragraph 3(e) (matters to be stated in application for recognition of foreign proceedings: company’s registered number), for “the Companies Act 1985” substitute “the Companies Act 2006”;

(c) in paragraph 25(1)(b) (persons entitled to appear or be represented at hearing), for sub-paragraph (i) substitute—

“(i) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;”;

(d) in paragraph 46(1)(g) (persons entitled to inspect court file), for sub-paragraph (iii) substitute—

“(iii) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;”.

(4) In Schedule 3 (procedural matters in Scotland)—

(a) in paragraph 1(1) (interpretation), for the definition of “relevant company” substitute—

““relevant company” means a company that is—

(b) in paragraph 6(1)(b) (persons entitled to appear or be represented at hearing), for sub-paragraph (i) substitute—

“(i) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;”;

(c) in paragraph 9(1)(g) (persons entitled to inspect court process), for sub-paragraph (iii) substitute—

“(iii) where applicable, any person specified in particulars registered under section 1046 of the Companies Act 2006 (overseas companies) as authorised to represent the debtor;”.

(5) In Schedule 4 (notices to be delivered to registrar of companies)—

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

(b) omit paragraph 3 (registrar to whom notices to be delivered).

(6) In Schedule 5 (forms)—

(a) in Form ML1, for item 4 and notes (i) to (k) substitute—

(b) in Form ML7, for the item relating to branches of oversea companies (and note (d)) substitute—

Serious Crime Act 2007 (c. 20)

265.—(1) The Serious Crime Act 2007 is amended as follows.

(2) In section 27(12) (power to wind up companies etc: England and Wales and Scotland)—

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

““company” means—

but does not include a relevant body;;”;

(b) for the definition of “the court” substitute—

““the court”, in relation to a company, means a court in England and Wales or Scotland having jurisdiction to wind up the company;”.

(3) In section 28(11) (power to wind up companies etc: Northern Ireland), for the definition of “company” substitute—

““company” means—

but does not include a relevant body;.”.

Building Societies (Funding) and Mutual Societies (Transfers) Act 2007 (c. 26)

266.  In section 3(14) of the Building Societies (Funding) and Mutual Societies (Transfers) Act 2007 (transfers to subsidiaries)—

(a) for paragraph (a) substitute—

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

(b) omit paragraph (b).