SI 2008/1886 - The Companies Act 2006 (Commencement No. 7, Transitional Provisions and Savings) Order 2008

S T A T U T O R Y I N S T R U M E N T S 2008 No. 1886 (C. 83) COMPANIES The Companies Act 2006 (Commencement No. 7, Transitional Provisions and Savings) Order 2008 Made - - - - 16th July 2008 Laid before Parliament 17th July 2008 Coming into force in accordance with article 1(2) and (3) The Secretary of State makes the following Order in exercise of the powers conferred by sections 1296(2) and 1300(2) of the Companies Act 2006(a).

Citation and commencement

1.—(1) This Order may be cited as the Companies Act 2006 (Commencement No. 7, Transitional Provisions and Savings) Order 2008.

(2) Article 8 of this Order comes into force on 11th August 2008.

(3) The other provisions of this Order come into force on 1st October 2008.

Provisions coming into force on 1st October 2008

2. The following provisions of the Companies Act 2006 come into force on 1st October 2008—

(a) sections 641(1)(a) and (2) to (6) and 642 to 644 (private companies: reduction of share capital supported by solvency statement);

(b) section 654 (treatment of reserve arising from reduction of capital);

(c) the following provisions— sections 610(2) to (4) (application to share premium account as if it were paid up share capital);

652(1) and (3) (liability of members following reduction of capital);

733(5) and (6) (application to capital redemption reserve as if it were paid up share capital), so far as relating to a reduction of capital under the provisions mentioned in sub- paragraph (a);

(d) section 1284(1) (extension of Companies Acts to Northern Ireland) so far as necessary for the purposes of the provisions mentioned in sub-paragraphs (a) to (c);

(e) section 1286(1)(a) and (2)(a) (extension to Northern Ireland of Great Britain enactments relating to limited liability partnerships), so far as relating to the application to limited

(a) 2006 c.46.liability partnerships of the subject matter of Part 15 (accounts and reports), Part 16

(audit) and Part 42 (statutory auditors);

(f) section 1295 and Schedule 16 (repeals), so far as relating to the repeals of the second sentence of section 141(4) of the Companies Act 1989(a) and of the second sentence of Article 75(4) of the Companies (No. 2) (Northern Ireland) Order 1990(b);

(g) paragraph 11(2) of Schedule 15 (amendment of definition of “regulated market” in

section 103(1) of the Financial Services and Markets Act 2000(c)).

Transitional adaptations

3.—(1) Section 641 of the Companies Act 2006 (ways in which company may reduce its share capital) has effect with the following adaptations.

(2) After subsection (1) insert— “(1A) Where a company reduces its share capital under subsection (1)(a), the special resolution under this section must make any necessary alterations of the company’s memorandum by reducing the amount of its share capital and of its shares.”.

(3) In subsection (3) for “this section” substitute “subsection (1)(a)”.

(4) In subsection (6) for “the company’s articles” substitute “the company’s memorandum or articles”.

4.—(1) Section 644 of the Companies Act 2006 (reduction of capital supported by solvency

statement: registration of resolution and supporting documents) has effect with the following adaptations.

(2) In subsection (1)(b), for “a statement of capital” substitute “a memorandum complying with subsection (2)”.

(3) For subsection (2) substitute— “(2) The memorandum must show with respect to the company’s share capital as reduced by the resolution—

(a) the amount of the share capital,

(b) the number of shares into which it is to be divided, and the amount of each share, and

(c) the amount (if any) at the date of the registration deemed to be paid up on each share.”.

5.—(1) Section 652 of the Companies Act 2006 (liability of members following reduction of capital) has effect with the following adaptation.

(2) In subsection (1)(a), for “the statement of capital delivered under section 644 or 649” substitute “the memorandum delivered under section 644”.

Interpretation of provisions brought into force

6. Where an expression in a provision brought into force by this Order—

(a) is defined in the Companies Act 1985(d) or in the Companies (Northern Ireland) Order 1986(e) (“the old definition”), and

(b) is defined in the Companies Act 2006 by another provision not yet in force for the purposes of the provision brought into force (“the new definition”),

(a) 1989 c.40.

(b) S.I. 1990/1504 (N.I. 10).

(c) 2000 c.8; section 103 was substituted by S.I. 2005/1433, Schedule 1, paragraph 11.

(d) 1985 c.6.

(e) S.I. 1986/1032 (N.I. 6).

2the expression has, for the purposes of the provision brought into force the meaning given by the old definition until the new definition is brought into force for the purposes of that provision.

Transitional provisions and savings

7.—(1) Nothing in this Order affects the operation of section 140 of the Companies Act 1985 or Article 150 of the Companies (Northern Ireland) Order 1986 (liability of members on reduced shares) in relation to a reduction of capital under that Act or Order.

(2) Section 654 of the Companies Act 2006 (treatment of reserve arising from reduction of capital) and any order made under that section apply in relation to reserves arising from—

(a) a reduction of capital under Chapter 4 of Part 5 of the Companies Act 1985 or Chapter 4 of Part 6 of the Companies (Northern Ireland) Order 1986,

(b) a reduction of capital under the provisions of the Companies Act 2006 mentioned in article 2(a) above, or

(c) a reduction in the capital of an unlimited company not under those provisions, irrespective of when the reduction occurred or the reserves arose.

(3) The provisions mentioned in article 2(e) have effect in relation to accounts and the audit of accounts for financial years beginning on or after 1st October 2008.

(4) Save as provided by article 2(e), nothing in this Order affects any provision of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 as applied by the Limited Liability Partnerships Regulations 2001(a) or the Limited Liability Partnerships Regulations (Northern Ireland) 2004(b) to limited liability partnerships.

Amendment of earlier commencement order

8.—(1) The Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings

Order 2007(c) is amended as follows.

(2) In paragraph 15 of Schedule 4, after subparagraph (2) add— “(3) In section 518 (rights of resigning auditor) as it applies in relation to an auditor appointed before 6th April 2008, the reference to rights under section 502(2) shall be read as a reference to rights under section 390(1) of the 1985 Act or Article 398(1) of the 1986

Order.”.

Gareth Thomas Parliamentary Under Secretary of State for Trade and Consumer Affairs 16th July 2008 Department for Business, Enterprise and Regulatory Reform

(a) S.I. 2001/1090.

(b) S.R. (NI) 2004 No. 307.

(c) S.I. 2007/3495 (C. 150).

3EXPLANATORY NOTE (This note is not part of the Order) This is the seventh Commencement Order made under the Companies Act (c.46). Part 47 and certain provisions in Parts 43, 44 and 46 of the Act came into force on the passing of the Act.

Article 2 brings into force on 1st October 2008— provisions about the reduction of the share capital of private companies supported by a solvency statement; a provision about the treatment of reserves arising from the reduction by any means of the capital of any company with a share capital;

provisions about share premium account, liability of members following reduction of capital and capital redemption reserve so far as relating to a reduction of capital supported by a solvency statement;

the extension of the Act to Northern Ireland so far as necessary for the purposes of the above provisions; the extension to Northern Ireland of enactments about limited liability partnerships

(LLPs) previously extending only to Great Britain so far as they relate to the application to LLPs of Parts 15 (accounts and reports), 16 (audit) and 42 (statutory auditors) of the Act; the repeal of the second sentences of section 141(4) of the Companies Act 1989(a) and Article 75(4) of the Companies (No. 2) (Northern Ireland) Order 1990, which prevent the restoration to the register of companies dissolved before 16th November 1969 (under the 1989 Act) or 11th March 1971 (under the 1990 Order);

the amendment of the definition of “regulated market” in section 103(1) of the Financial Services and Markets Act 2000.

Articles 3, 4 and 5 make transitional adaptations of the provisions being brought into force by article 2(a) and (b), so that they can be read with provisions of the Companies Act 1985 and the Companies (Northern Ireland) Order 1986 which have not yet been replaced by other provisions of the 2006 Act.

Article 6 provides that if a provision being brought into force by this Order uses an expression defined in a provision of the 1985 Act or the 1986 Order which is still in force, that definition applies until it is repealed and replaced by the corresponding definition in the 2006 Act.

Article 7 makes transitional provisions.

Article 8 amends (on 11th August 2008) the Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007 by inserting an additional transitional provision about the rights of resigning auditors.

(a) 1989 c.40.

4NOTE AS TO EARLIER COMMENCEMENT ORDERS (This note is not part of the Order) The provisions of the Companies Act 2006 in respect of which an entry is made in the table below have been brought into force on the date specified alongside their entry in the second column, by the statutory instrument specified in the third column.

Provision Date of Commencement S.I. No.

Section 2 6th April 2007 S.I. 2007/1093, C. 49 Sections 29 and 30 1st October 2007 S.I. 2007/2194, C. 84

Section 44 6th April 2008 S.I. 2007/3495, C. 150 Sections 69 to 74 1st October 2008 S.I. 2007/3495, C. 150 Sections 82 to 85 1st October 2008 S.I. 2007/3495, C. 150 Sections 116 to 119 1st October 2007 S.I. 2007/2194, C. 84

Section 121 6th April 2008 S.I. 2007/3495, C. 150

Section 128 6th April 2008 S.I. 2007/3495, C. 150 Sections 145 to 154 1st October 2007 S.I. 2007/2194, C. 84 Sections 155 to 159 1st October 2008 S.I. 2007/3495, C. 150 Sections 160 and 161 1st October 2007 S.I. 2007/2194, C. 84 Sections 168 to 174 1st October 2007 S.I. 2007/2194, C. 84 Sections 175 to 177 1st October 2008 S.I. 2007/3495, C. 150 Sections 178 to 181 1st October 2007 S.I. 2007/2194, C. 84 Sections 182 to 187 1st October 2008 S.I. 2007/3495, C. 150 Sections 188 to 239 1st October 2007 S.I. 2007/2194, C. 84 Sections 248 to 269 and Schedule 1 1st October 2007 S.I. 2007/2194, C. 84 Sections 270 to 274 6th April 2008 S.I. 2007/3495, C. 150

Section 280 6th April 2008 S.I. 2007/3495, C. 150 Sections 281 to 307 1st October 2007 S.I. 2007/2194, C. 84 Sections 308 and 309 20th January 2007 S.I. 2006/3428, C. 132 Sections 310 to 326 1st October 2007 S.I. 2007/2194, C. 84 Sections 327(1), (2)(a) and (b) and (3) 1st October 2007 S.I. 2007/2194, C. 84 Sections 328 and 329 1st October 2007 S.I. 2007/2194, C. 84

Section 330(1) to (5), (6)(a) and (b) and 1st October 2007 S.I. 2007/2194, C. 84

(7) Sections 331 and 332 1st October 2007 S.I. 2007/2194, C. 84

Section 333 20th January 2007 S.I. 2006/3428, C. 132 Sections 334 to 361 1st October 2007 S.I. 2007/2194, C. 84 Sections 362 to 379 (in respect of 1st October 2007 S.I. 2007/2194, C. 84 England, Wales and Scotland), with exceptions Sections 362 to 379 (in respect of 1st November 2007 S.I. 2007/2194, C. 84 Northern Ireland), with exceptions Sections 362 to 367 and 378 so far as not 1st October 2008 S.I. 2007/2194, C. 84 already in force Sections 380 to 416 6th April 2008 S.I. 2007/3495, C. 150

Section 417 1st October 2007 S.I. 2007/2194, C. 84 Sections 418 to 462 6th April 2008 S.I. 2007/3495, C. 150

Section 463 20th January 2007 S.I. 2006/3428, C. 132

Section 464 to 484 6th April 2008 S.I. 2007/3495, C. 150 Sections 485 to 488 1st October 2007 S.I. 2007/2194, C. 84 Sections 489 to 539 6th April 2008 S.I. 2007/3495, C. 150 5Section 544 6th April 2008 S.I. 2007/3495, C. 150 Sections 738 to 790 6th April 2008 S.I. 2007/3495, C. 150 Sections 791 to 810 20th January 2007 S.I. 2006/3428, C. 132

Section 811(1) to (3) 20th January 2007 S.I. 2006/3428, C. 132

Section 811(4) 6th April 2008 S.I. 2007/3495, C. 150

Section 812 6th April 2008 S.I. 2007/3495, C. 150

Section 813 20th January 2007 S.I. 2006/3428, C. 132

Section 814 6th April 2008 S.I. 2007/3495, C. 150 Sections 815 to 828 20th January 2007 S.I. 2006/3428, C. 132 Sections 829 to 853 6th April 2008 S.I. 2007/3495, C. 150 Sections 895 to 941 6th April 2008 S.I. 2007/3495, C. 150 Sections 942 to 992 and Schedule 2 6th April 2007 S.I. 2007/1093, C. 49 Sections 993 to 999 1st October 2007 S.I. 2007/2194, C. 84 Sections 1035 to 1039 1st October 2007 S.I. 2007/2194, C. 84

Section 1043 6th April 2007 S.I. 2007/1093, C. 49

Section 1063 (in respect of England, 6th April 2007 S.I. 2006/3428, C. 132 Wales and Scotland)

Section 1068 (except subsection (5)) for 15th December 2007 S.I. 2007/2194, C. 84 limited purposes

Section 1068(5) 1st January 2007 S.I. 2006/3428, C. 132 Sections 1077 to 1080 1st January 2007 S.I. 2006/3428, C. 132 Sections 1085 to 1092 1st January 2007 S.I. 2006/3428, C. 132 Sections 1102 to 1107 1st January 2007 S.I. 2006/3428, C. 132

Section 1111 1st January 2007 S.I. 2006/3428, C. 132

Section 1117 for the purpose of enabling 6th April 2008 S.I. 2007/3495, C. 150 the exercise of powers to make rules Sections 1121 to 1123 as they apply to 1st October 2007 S.I. 2007/2194, C. 84 offences under Part 14 or 15 of the Companies Act 1985 (c.46)

Section 1124 and Schedule 3 1st October 2007 S.I. 2007/2194, C. 84 Sections 1125 to 1133 as they apply to 1st October 2007 S.I. 2007/2194, C. 84 offences under Part 14 or 15 of the Companies Act 1985 (c.46)

Section 1126 6th April 2008 S.I. 2007/3495, C. 150

Section 1137(1), (4), (5)(b) and (6) 30th September 2007 S.I. 2007/2607, C. 101 Sections 1143 to 1148 and Schedules 4 20th January 2007 S.I. 2006/3428, C. 132 and 5

Section 1157 1st October 2008 S.I. 2007/3495, C. 150 Sections 1159 and 1160 and Schedule 6 so 6th April 2008 S.I. 2007/3495, C. 150 far as necessary for the purposes of sections 1209 to 1241 and 1245 to 1264 and Schedules 10, 11, 13 and 14 Sections 1161 and 1162 and Schedule 7 6th April 2008 S.I. 2007/3495, C. 150 Sections 1164 and 1165 6th April 2008 S.I. 2007/3495, C. 150

Section 1167 30th September 2007 S.I. 2007/2607, C. 101

Section 1169 6th April 2008 S.I. 2007/3495, C. 150

Section 1170 6th April 2007 S.I. 2007/1093, C. 49

Section 1172 6th April 2008 S.I. 2007/3495, C. 150

Section 1173 (partially) 6th April 2008 S.I. 2007/3495, C. 150 6Section 1175 (removal of special 1st April 2008 S.I. 2008/674, C. 26 provisions about accounts and audit of charitable companies) so far as it relates to Part 7 of the Companies Act 1985 and Schedule 9, Part 1 Sections 1176 to 1179 6th April 2007 S.I. 2006/3428, C. 132 Sections 1209 to 1241 and Schedules 10 6th April 2008 S.I. 2007/3495, C. 150 and 11 Sections 1242 to 1244 and Schedule 12 29th June 2008 S.I. 2007/3495, C. 150 Sections 1245 to 1264 and Schedules 13 6th April 2008 S.I. 2007/3495, C. 150 and 14 Sections 1277 to 1280 1st October 2008 S.I. 2007/3495, C. 150

Section 1281 6th April 2007 S.I. 2006/3428, C. 132

Section 1282 6th April 2008 S.I. 2007/3495, C. 150

Section 1284 so far as it relates to Part 2 of 6th April 2007 S.I. 2007/1093, C. 49 the Companies (Audit, Investigations and Community Enterprise) Act 2004

Section 1284(2) (partially) 1st October 2008 S.I. 2007/3495, C. 150

Section 1295 and Schedule 16 (partially) 1st and 20th January, S.I. 2006/3428, C. 132 6th April and 1st S.I. 2007/1093, C. 49 October 2007; S.I. 2007/2194, C. 84 1st and 6th April and S.I. 2007/3495, C. 150 1st October 2008 S.I. 2008/674, C. 26 Sections 2, 1068(1) to (4), (6) and (7), 1st January 2007 S.I. 2006/3428, C. 132 1114, 1117, 1120, 1168, 1173 and 1284 so far as necessary for the purposes of the provisions brought into force on 1st January 2007 Sections 2, 1121 and 1122, 1125 to 1131, 20th January 2007 S.I. 2006/3428, C. 132 1133, 1168, 1173 and 1284 so far as necessary for the purposes of the provisions brought into force on 20th January 2007 Sections 546, 558, 1060 and 1061, 1121 to 6th April 2007 S.I. 2006/3428, C. 132 1123, 1125 to 1135, 1138 to 1140, 1168, S.I. 2007/1093, C. 49 1173 and 1284 so far as necessary for the purposes of the provisions brought into force on 6th April 2007 Sections 17, 385, 540(1) and (4), 545, 546, 1st October 2007 S.I. 2007/2194, C. 84 548, 629, 1121, 1122, 1125, 1127 to 1133, 1158, 1168, 1173 and 1284 so far as necessary for the purposes of the provisions brought into force on 1st October 2007 Sections 546, 1158, 1173 and 1284 so far 1st November 2007 S.I. 2007/2194, C. 84 as necessary for the purposes of the provisions brought into force on 1st November 2007 Sections 1168 and 1284 so far as 15th December 2007 S.I. 2007/2194, C. 84 necessary for the purposes of the provisions brought into force on 15th December 2007 7Sections 17, 540(1) and (4), 545, 546, 548, 6th April 2008 S.I. 2007/3495, C. 150 629, 1121 to 1123, 1125, 1127 to 1133, 1139, 1140, 1168 and 1173 (partially) so far as necessary for the purposes of the provisions brought into force on 6th April 2008

Section 1284 so far as necessary for the 6th April 2008 S.I. 2007/3495, C. 150 purposes of the provisions brought into force on 6th April 2008 except sections 1209 to 1241 and 1245 to 1264 and Schedules 10, 11, 13 and 14

Section 1284 so far as necessary for the 1st October 2008 S.I. 2007/2194, C. 84 purposes of the provisions brought into S.I. 2007/3495, C. 150 force on 1st October 2008 Sections 1121 to 1123, 1125, 1127 to 1st October 2008 S.I. 2007/3495, C. 150 1133, 1168 and 1173 (partially) so far as necessary for the purposes of the provisions brought into force on 1st October 2008 except sections 1277 to 1280 The provisions of the Companies Act 20th January 2007 S.I. 2006/3428, C. 132 2006, so far as not brought into force by

section 1300(1) of that Act, or by articles 2 and 3(1) and (2) of the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006 (S.I.

2006/3428 (C. 132)), for the purpose of enabling the exercise of powers to make orders or regulations by statutory instrument £3.00 (cid:164) Crown copyright 2008 Printed and published in the UK by The Stationery Office Limited under the authority and superintendence of Carol Tullo, Controller of Her Majesty’s Stationery Office and Queen’s Printer of Acts of Parliament.

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