The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007

Citation, interpretation and coming into force

1.—(1) This Order may be cited as the Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007.

(2) In this Order—

“the 1985 Act” means the Companies Act 1985(1);

“the 1986 Order” means the Companies (Northern Ireland) Order 1986(2);

“the 2004 Act” means the Companies (Audit, Investigations and Community Enterprise) Act 2004(3);

“the 2005 Order” means the Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005(4);

“the 2005 Regulations” means the Community Interest Company Regulations 2005(5); and

“the Interim Regulations” means the Takeovers Directive (Interim Implementation) Regulations 2006(6).

(3) This Order comes into force on 6th April 2007.

Provisions coming into force on 6th April 2007

2.—(1) The following provisions of the Companies Act 2006 come into force on 6th April 2007—

(a)section 2 (the Companies Acts);

(b)sections 942 to 992 and Schedule 2 (takeovers etc);

(c)section 1043 (unregistered companies);

(d)section 1170 (meaning of “EEA State” and related expressions); and

(e)section 1284(1) (extension of Companies Acts to Northern Ireland) so far as it relates to—

(i)the provisions mentioned in sub-paragraphs (a), (b) and (c) above, and

(ii)Part 2 of the 2004 Act (community interest companies).

(2) The following provisions of the Companies Act 2006 come into force on 6th April 2007 so far as necessary for the purposes of the provisions mentioned in paragraph (1)—

(a)section 546 (issued and allotted share capital);

(b)section 558 (when shares are allotted);

(c)sections 1121 to 1123 and 1125 to 1133 (provisions relating to offences);

(d)sections 1134, 1135 and 1138 (company records);

(e)section 1139 (service of documents on a company);

(f)section 1140 (service of documents on directors, secretaries and others);

(g)section 1168 (hard copy and electronic form and related expressions); and

(h)in section 1173 (minor definitions: general), the definitions of “body corporate”, “the Gazette” and “regulated market”.

Transitional adaptations of provisions brought into force

3.  The provisions brought into force by article 2 have effect subject to any transitional adaptations specified in Schedule 1.

Interpretation of provisions brought into force

4.  Where an expression in a provision brought into force by this Order (or in an adaptation made by this Order of such a provision)—

(a)is defined in the 1985 Act or the 1986 Order (“the old definition”); and

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

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

Repeals

5.  Sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006 (repeals) come into force on 6th April 2007 so far as relating to the repeals specified in Schedule 2 to this Order.

Consequential amendments

6.—(1) The amendments in Schedule 3 have effect in consequence of provision made by Part 28 of the Companies Act 2006 (takeovers etc).

(2) The amendments in Schedule 4 have effect in consequence of the extension to Northern Ireland of Part 2 of the 2004 Act (community interest companies) and the revocation of Part 3 of the 2005 Order (which made corresponding provision for Northern Ireland).

(3) In Schedule 4—

(a)Part 1 amends the 2004 Act,

(b)Part 2 amends the 2005 Regulations, and

(c)Part 3 makes amendments of other enactments.

Consequential repeals and revocations

7.  The repeals and revocations in Schedule 5 have effect in consequence of provision made by Part 28 of the Companies Act 2006 (takeovers etc).

Transitional provisions and savings

8.  Schedule 6 contains savings relating to the provisions (and repeals) brought into force by this Order.

9.—(1) Section 992 of the Companies Act 2006 (matters to be dealt with in directors’ report) applies to the 1986 Order with the following modifications.

(2) In subsection (1) for “Part 7 of the Companies Act 1985 (c.6)” substitute “Part 8 of the Companies (Northern Ireland) Order 1986”.

(3) In subsection (3)—

(a)for “section 234ZZA” substitute “Article 242ZZA”;

(b)for “subsection (4)” substitute “paragraph (4)”.

(4) In subsection (4) for “subsection” substitute “paragraph”.

(5) In subsection (5)—

(a)for “section 251” substitute “Article 259”,

(b)for “subsection” substitute “paragraph”,

(c)for “section 234ZZA(5)” substitute “Article 242ZZA(5)”,

(d)for “paragraph” substitute “subparagraph”,

(e)for “subsections (2A) to (2E)” substitute “paragraphs (2A) to (2E)”.

10.  Section 1297 of the Companies Act 2006 (continuity of the law) has effect as if, for the purpose of section 1297(1), the Interim Regulations were an enactment repealed and re-enacted by that Act.

11.—(1) Nothing in this Order affects the application of any provision of the 1985 Act or the 1986 Order as applied by the Limited Liability Partnerships Regulations 2001(7) or the Limited Liability Partnerships Regulations (Northern Ireland) 2004(8) to limited liability partnerships.

(2) The repeal of section 723C(1)(a) of the 1985 Act(9) by section 1295 of and Schedule 16 to the Companies Act 2006, brought into force by article 7(a) of the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006(10), does not apply to the application of the said section 723C(1)(a) to limited liability partnerships by the Limited Liability Partnerships (No. 2) Regulations 2002(11).