SCHEDULES

F1F1SCHEDULE 1U.K.

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F2F2SCHEDULE 2U.K.

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F3F3SCHEDULE 3U.K.

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F4F4SCHEDULE 4U.K.

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F7F7SCHEDULE 5U.K.

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F9F9SCHEDULE 6U.K.

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F10F10SCHEDULE 7U.K.

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F11F11SCHEDULE 8U.K.

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F12F12SCHEDULE 9U.K.

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Section 23.

SCHEDULE 10U.K. Amendments Consequential on Part I

Part IU.K. Amendments of the Companies Act 1985

1U.K.In section 46 (meaning of “unqualified” auditors’ report in section 43(3)), for subsections (2) to (6) substitute—

“(2)If the balance sheet was prepared for a financial year of the company, the reference is to an auditors’ report stating without material qualification the auditors’ opinion that the balance sheet has been properly prepared in accordance with this Act.

(3)If the balance sheet was not prepared for a financial year of the company, the reference is to an auditors’ report stating without material qualification the auditors’ opinion that the balance sheet has been properly prepared in accordance with the provisions of this Act which would have applied if it had been so prepared.

For the purposes of an auditors’ report under this subsection the provisions of this Act shall be deemed to apply with such modifications as are necessary by reason of the fact that the balance sheet is not prepared for a financial year of the company.

(4)A qualification shall be regarded as material unless the auditors state in their report that the matter giving rise to the qualification is not material for the purpose of determining (by reference to the company’s balance sheet) whether at the balance sheet date the amount of the company’s net assets was not less than the aggregate of its called up share capital and undistributable reserves.

In this subsection “net assets” and “undistributable reserves” have the meaning given by section 264(2) and (3).”.

2U.K.F13. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3U.K.F14. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4U.K.F15. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5U.K.F16. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6U.K.F17. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7U.K.F18. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8U.K.F19. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9U.K.In section 289(4) for “section 252(5)” substitute “section 250(3)”.

10U.K.F20. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F2111E+W+S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12U.K.In section 699(3) for “section 241(3)” substitute “section 242(1)”.

13U.K.In Part XXIII (oversea companies), for Chapter II (delivery of accounts) substitute—

“Chapter IIU.K. Delivery of Accounts and Reports

700 Preparation of accounts and reports by oversea companies.

(1)Every oversea company shall in respect of each financial year of the company prepare the like accounts and directors’ report, and cause to be prepared such an auditors’ report, as would be required if the company were formed and registered under this Act.

(2)The Secretary of State may by order—

(a)modify the requirements referred to in subsection (1) for the purpose of their application to oversea companies;

(b)exempt an oversea company from those requirements or from such of them as may be specified in the order.

(3)An order may make different provision for different cases or classes of case and may contain such incidental and supplementary provisions as the Secretary of State thinks fit.

(4)An order under this section shall be made by statutory instrument which shall be subject to annulment in pursuance of a resolution of either House of Parliament.

701 Oversea company’s financial year and accounting reference periods.

(1)Sections 223 to 225 (financial year and accounting reference periods) apply to an oversea company, subject to the following modifications.

(2)For the references to the incorporation of the company substitute references to the company establishing a place of business in Great Britain.

(3)Omit section 225(4) (restriction on frequency with which current accounting reference period may be extended).

702 Delivery to registrar of accounts and reports of oversea company.

(1)An oversea company shall in respect of each financial year of the company deliver to the registrar copies of the accounts and reports prepared in accordance with section 700.

If any document comprised in those accounts or reports is in a language other than English, the directors shall annex to the copy delivered a translation of it into English, certified in the prescribed manner to be a correct translation.

(2)In relation to an oversea company the period allowed for delivering accounts and reports is 13 months after the end of the relevant accounting reference period.

This is subject to the following provisions of this section.

(3)If the relevant accounting reference period is the company’s first and is a period of more than 12 months, the period allowed is 13 months from the first anniversary of the company’s establishing a place of business in Great Britain.

(4)If the relevant accounting period is treated as shortened by virtue of a notice given by the company under section 225 (alteration of accounting reference date), the period allowed is that applicable in accordance with the above provisions or three months from the date of the notice under that section, whichever last expires.

(5)If for any special reason the Secretary of State thinks fit he may, on an application made before the expiry of the period otherwise allowed, by notice in writing to an oversea company extend that period by such further period as may be specified in the notice.

(6)In this section “the relevant accounting reference period” means the accounting reference period by reference to which the financial year for the accounts in question was determined.

703 Penalty for non-compliance.

(1)If the requirements of section 702(1) are not complied with before the end of the period allowed for delivering accounts and reports, or if the accounts and reports delivered do not comply with the requirements of this Act, the company and every person who immediately before the end of that period was a director of the company is guilty of an offence and liable to a fine and, for continued contravention, to a daily default fine.

(2)It is a defence for a person charged with such an offence to prove that he took all reasonable steps for securing that the requirements in question would be complied with.

(3)It is not a defence in relation to a failure to deliver copies to the registrar to prove that the documents in question were not in fact prepared as required by this Act.”.

14U.K.F22. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15U.K.For section 742 (expressions used in connection with accounts) substitute—

“742 Expressions used in connection with accounts.

(1)In this Act, unless a contrary intention appears, the following expressions have the same meaning as in Part VII (accounts)—

• “annual accounts”,

• “accounting reference date” and “accounting reference period”,

• “balance sheet” and “balance sheet date”,

• “current assets”,

• “financial year”, in relation to a company,

• “fixed assets”,

• “parent company” and “parent undertaking”,

• “profit and loss account”, and

• “subsidiary undertaking”.

(2)References in this Act to “realised profits” and “realised losses”, in relation to a company’s accounts, shall be construed in accordance with section 262(3).”.

16U.K.In section 744 (interpretation), omit the definition of “authorised institution” and at the appropriate place insert—

““banking company” means a company which is authorised under the Banking Act 1987;”.

17U.K.In Schedule 1, in paragraph 2(2)(a) for “section 252(5)” substitute “section 250(3)”.

18(1)Schedule 2 (interpretation of references to “beneficial interest”) is amended as follows.U.K.

(2)After the heading at the beginning of the Schedule, and before the cross-heading preceding paragraph 1, insert the following heading—

“Part IU.K. References in Sections 23, 145, 146 and 148”.

(3)In paragraph 1—

(a)in sub-paragraph (1) omit “paragraph 60(2) of Schedule 4, or paragraph 19(3) of Schedule 9”; and

(b)omit sub-paragraph (5).

(4)In paragraph 3—

(a)in sub-paragraph (1) omit “, paragraph 60(2) of Schedule 4 or paragraph 19(3) of Schedule 9”; and

(b)omit sub-paragraph (3).

(5)In paragraph 4—

(a)in sub-paragraph (1) omit “(whether as personal representative or otherwise)”, and

(b)in sub-paragraph (2) omit “, paragraph 60(2) of Schedule 4 and paragraph 19(3) of Schedule 9”;and at the end add—

“(3)As respects sections 145, 146 and 148, sub-paragraph (1) above applies where a company is a personal representative as it applies where a company is a trustee.”.

(6)In paragraph 5(1) for “this Schedule” substitute “this Part of this Schedule”.

(7)F23. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

19U.K.F24. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20U.K.F25. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

21U.K.F26. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

22U.K.F27. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

23U.K.F28. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

24(1)Schedule 24 (punishment of offences) is amended as follows.U.K.

(2)The existing entries for provisions in Part VII are amended as follows, and shall be re-ordered according to the new order of the sections in that Part:

(3)At the appropriate places insert the following new entries—

(4)In the entry for section 703(1) (failure by oversea company to comply with requirements as to accounts and reports), in column 2 for the words from “s.700” to the end substitute “requirements as to accounts and reports”.

Part IIU.K. Amendments of Other Enactments

Betting, Gaming and Lotteries Act 1963 (c.2)U.K.

25U.K.F29. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Harbours Act 1964 (c.40)U.K.

26(1)Section 42 of the Harbours Act 1964 (accounts and reports of statutory harbour undertakers) is amended as follows.U.K.

(2)For subsection (2) substitute—

“(2)Where a statutory harbour undertaker is a parent undertaking with subsidiary undertakings which carry on harbour activities or any associated activities, then, it shall be the duty of the company also to prepare group accounts relating to the harbour activities and associated activities carried on by it and its subsidiary undertakings.”

(3)In subsection (6) (application of provisions of the M7Companies Act 1985)—

(a)in paragraph (a) for “company accounts” substitute “ individual company accounts ”;

(b)in paragraph (c) omit the words “required to be attached to a company’s balance sheet”.

(4)In subsection (9), for the definition of “holding company” and “subsidiary” substitute—

““parent undertaking” and “subsidiary undertaking” have the same meaning as in Part VII of the Companies Act 1985;”.

Coal Industry Act 1971 (c.16)U.K.

27U.K.F30. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Aircraft and Shipbuilding Industries Act 1977 (c.3)U.K.

28(1)Section 17 of the Aircraft and Shipbuilding Industries Act 1977 (British Shipbuilders: accounts and audit) is amended as follows.U.K.

(2)In subsection (1)(c) (duty to prepare consolidated accounts) for “subsidiaries” substitute “ subsidiary undertakings ”.

(3)In subsection (9) (copies of accounts to be sent to the Secretary of State) for “subsidiaries” substitute “ subsidiary undertakings ” and for “subsidiary” substitute “ subsidiary undertaking ”.

(4)After subsection (9) add—

“(10)In this section “subsidiary undertaking” has the same meaning as in Part VII of the Companies Act 1985.”.

Crown Agents Act 1979 (c.43)U.K.

F3129U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

British Telecommunications Act 1981 (c.38)U.K.

F3230U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transport Act 1981 (c.56)U.K.

31U.K.In section 11(4) of the Transport Act 1981, for “section 235” substitute “ section 234 ”.

Iron and Steel Act 1982 (c.25)U.K.

32U.K.In section 24(5) of the Iron and Steel Act 1982 (meaning of “directors’ report”) for the words from “which, under section 235” to the end substitute “ which is required to be prepared under section 234 of the Companies Act 1985 ”.

Oil and Pipelines Act 1985 (c.62)U.K.

33U.K.In Schedule 3 to the Oil and Pipelines Act 1985 (Oil and Pipelines Agency: financial and other provisions), in paragraph 9(2) (duty to prepare consolidated accounts) for “subsidiaries” (three times) substitute “ subsidiary undertakings ”, and at the end of that sub-paragraph add—

“In this sub-paragraph “subsidiary undertaking” has the same meaning as in Part VII of the Companies Act 1985.”.

Patents, Designs and Marks Act 1986 (c.39)U.K.

34U.K.In Schedule 2 to the Patents, Designs and Marks Act 1986 (service marks), in paragraph 1(2) (provisions in which reference to trade mark includes service mark) for sub-paragraph (ii) substitute—

“(ii)Part I of Schedule 4 and paragraphs 5(2)(d) and 10(1)(b) and (2) of Schedule 9 (form of company balance sheets); and”.

Company Directors Disqualification Act 1986 (c.46)U.K.

35(1)The Company Directors Disqualification Act 1986 is amended as follows.U.K.

(2)In section 3(3)(b) (default orders)—

(a)in sub-paragraph (i) for “section 244” substitute “ section 242(4) ”, and

(b)after that sub-paragraph insert—

“(ia)section 245B of that Act (order requiring preparation of revised accounts),”.

(3)In Schedule 1, for paragraph 5 substitute—

“5The extent of the director’s responsibility for any failure by the directors of the company to comply with—

(a)section 226 or 227 of the Companies Act (duty to prepare annual accounts), or

(b)section 233 of that Act (approval and signature of accounts).”.

Financial Services Act 1986 (c.60)U.K.

F3336U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Banking Act 1987 (c.22)U.K.

F3437U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Income and Corporation Taxes Act 1988 (c.1)U.K.

38(1)The Income and Corporation Taxes Act 1988 is amended as follows.U.K.

[F35(2)In section 180 (annual return of registered profit-related pay scheme), in subsection (3) for “section 242(3)” substitute “ section 244(3) ”.]

(3)F36. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Dartford–Thurrock Crossing Act 1988 (c.20)U.K.

39U.K.In section 33 of the Dartford–Thurrock Crossing Act 1988 (duty to lay before Parliament copies of accounts of persons appointed to levy tolls), for subsection (2) substitute—

“(2)In relation to a company “accounts” in subsection (1) means the company’s annual accounts for a financial year, together with the relevant directors’ report and the auditors’ report on those accounts.

Expressions used in this subsection have the same meaning as in Part VII of the Companies Act 1985.”.

F37F37SCHEDULE 11E+W+S

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F41F41SCHEDULE 12E+W+S

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F42F42SCHEDULE 13E+W+S

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Section 47(1).

[F48SCHEDULE 14U.K. Supervisory and qualifying bodies: Restrictive practices

Part IE+W+S Prevention of restrictive practices

Refusal of recognition on grounds related to competitionE+W+S

1(1)The Secretary of State shall before deciding whether to make a recognition order in respect of a supervisory body or professional qualification send to [F49the Office of Fair Trading (in this Schedule referred to as “the OFT”)]] a copy of the rules and of any guidance which the Secretary of State is required to consider in making that decision together with such other information as the Secretary of State considers will assist the [F49OFT].E+W+S

(2)The [F50OFT] shall consider whether the rules or guidance have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, and shall report to the Secretary of State; and the Secretary of State shall have regard to [F50its] report in deciding whether to make a recognition order.

(3)The Secretary of State shall not make a recognition order if it appears to him that the rules and any guidance of which copies are furnished with the application have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, unless it appears to him that the effect is reasonably justifiable having regard to the purposes of this Part of this Act.

Notification of changes to rules or guidanceE+W+S

2(1)Where a recognised supervisory or qualifying body amends, revokes or adds to its rules or guidance in a manner which may reasonably be regarded as likely—E+W+S

(a)to restrict, distort or prevent competition to any significant extent, or

(b)otherwise to affect the question whether the recognition order granted to the body should continue in force,

it shall within seven days give the Secretary of State written notice of the amendment, revocation or addition.

(2)Notice need not be given under sub-paragraph (1) of the revocation of guidance not intended to have continuing effect or issued otherwise than in writing or other legible form, or of any amendment or addition to guidance which does not result in or consist of guidance which is intended to have continuing effect and is issued in writing or other legible form.

Continuing scrutiny by the Director General of Fair TradingE+W+S

3(1)The [F51OFT] shall keep under review the rules made or guidance issued by a recognised supervisory or qualifying body, and if [F52it] is of the opinion that any rules or guidance of such a body have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition, [F52it] shall report [F52its] opinion to the Secretary of State, stating what in [F52its] opinion the effect is or is likely to be.E+W+S

(2)The Secretary of State shall send to the [F51OFT]copies of any notice received by him under paragraph 2, together with such other information as he considers will assist the [F51OFT].

(3)The [F51OFT] may report to the Secretary of State [F53its] opinion that any matter mentioned in such a notice does not have, and is not intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition.

(4)The [F51OFT] may from time to time consider whether—

(a)any practices of a recognised supervisory or qualifying body in its capacity as such, or

(b)any relevant practices required or contemplated by the rules or guidance of such a body or otherwise attributable to its conduct in its capacity as such,

have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition and, if so, what that effect is or is likely to be; and if [F54it] is of that opinion [F54it] shall make a report to the Secretary of State stating [F54its] opinion and what the effect is or is likely to be.

(5)The practices relevant for the purposes of sub-paragraph (4)(b) in the case of a recognised supervisory body are practices engaged in for the purposes of, or in connection with, appointment as a company auditor or the conduct of company audit work by persons who—

(a)are eligible under its rules for appointment as a company auditor, or

(b)hold an appropriate qualification and are directors or other officers of bodies corporate which are so eligible or partners in, or employees of, partnerships which are so eligible.

(6)The practices relevant for the purposes of sub-paragraph (4)(b) in the case of a recognised qualifying body are—

(a)practices engaged in by persons in the course of seeking to obtain a recognised professional qualification from that body, and

(b)practices engaged in by persons approved by the body for the purposes of giving practical training to persons seeking such a qualification and which relate to such training.

Investigatory powers of the DirectorE+W+S

4(1)The following powers are exercisable by the [F55OFT] for the purpose of investigating any matter in connection with [F56its] functions under paragraph 1or 3.E+W+S

(2)The [F55OFT] may by a notice in writing require any person to produce, at a time and place specified in the notice, to the [F55OFT] or to any person appointed by [F57it] for the purpose, any documents which are specified or described in the notice and which are documents in his custody or under his control and relating to any matter relevant to the investigation.

(3)The [F55OFT] may by a notice in writing require any person to furnish to the [F55OFT] such information as may be specified or described in the notice, and specify the time within which and the manner and form in which any such information is to be furnished.

(4)A person shall not under this paragraph be required to produce any document or disclose any information which he would be entitled to refuse to produce or disclose on grounds of legal professional privilege in proceedings in the High Court or on the grounds of confidentiality as between client and professional legal adviser in proceedings in the Court of Session.

(5)F58. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

EnforcementE+W+S

[F594A(1)The court may, on an application by the OFT, enquire into whether any person (“the defaulter”) has refused or otherwise failed, without reasonable excuse, to comply with a notice under paragraph 4.

(2)An application under sub-paragraph (1) shall include details of the possible failure which the OFT considers has occurred.

(3)In enquiring into a case under sub-paragraph (1), the court shall hear any witness who may be produced against or on behalf of the defaulter and any statement which may be offered in defence.

(4)Sub-paragraphs (5) and (6) apply where the court is satisfied, after hearing any witnesses and statements as mentioned in sub-paragraph (3), that the defaulter has refused or otherwise failed, without reasonable excuse, to comply with the notice under paragraph 4.

(5)The court may punish the defaulter as it would have been able to punish him had he been guilty of contempt of court.

(6)Where the defaulter is a body corporate, the court may punish any director or officer of the defaulter as it would have been able to punish that director or officer had the director or officer been guilty of contempt of court.

[F60(6A)Where the defaulter is a partnership constituted under the law of Scotland, the court may punish any partner of the defaulter as it would have been able to punish him had he been guilty of contempt of court.]

(7)In this section “the court”—

(a)in relation to England and Wales, means the High Court, and

(b)in relation to Scotland, means the Court of Session.]

F614B(1)A person commits an offence if he intentionally alters, suppresses or destroys a document which he has been required to produce by a notice under paragraph 4.E+W+S

(2)A person who commits an offence under sub-paragraph (1) shall be liable—

(a)on summary conviction, to a fine not exceeding the statutory maximum;

(b)on conviction on indictment, to imprisonment for a term not exceeding two years or to a fine or to both.

Publication of Director’s reportsE+W+S

5(1)The [F62OFT] may, if [F62it] thinks fit, publish any report made by [F62it] under paragraph 1 or 3.E+W+S

(2)[F62It] shall exclude from a published report, so far as practicable, any matter which relates to the affairs of a particular person (other than the supervisory or qualifying body concerned) the publication of which would or might in [F62its] opinion seriously and prejudicially affect the interests of that person.

Powers exercisable by the Secretary of State in consequence of reportE+W+S

6(1)The powers conferred by this section are exercisable by the Secretary of State if, having received and considered a report from the [F63OFT] under paragraph 3(1) or (4), it appears to him that—E+W+S

(a)any rules made or guidance issued by a recognised supervisory or qualifying body, or

(b)any such practices as are mentioned in paragraph 3(4),

have, or are intended or likely to have, to any significant extent the effect of restricting, distorting or preventing competition and that that effect is greater than is reasonably justifiable having regard to the purposes of this Part of this Act.

(2)The powers are—

(a)to revoke the recognition order granted to the body concerned,

(b)to direct it to take specified steps for the purpose of securing that the rules, guidance or practices in question do not have the effect mentioned in sub-paragraph (1), and

(c)to make alterations in the rules of the body for that purpose.

(3)The provisions of paragraph 3(2) to (5), (7) and (9) of Schedule 11 or, as the case may be, Schedule 12 have effect in relation to the revocation of a recognition order under sub-paragraph (2)(a) above as they have effect in relation to the revocation of such an order under that Schedule.

(4)Before the Secretary of State exercises the power conferred by sub-paragraph (2)(b) or (c) above he shall—

(a)give written notice of his intention to do so to the body concerned and take such steps (whether by publication or otherwise) as he thinks appropriate for bringing the notice to the attention of any other person who in his opinion is likely to be affected by the exercise of the power, and

(b)have regard to any representation made within such time as he considers reasonable by the body or any such other person.

(5)A notice under sub-paragraph (4) shall give particulars of the manner in which the Secretary of State proposes to exercise the power in question and state the reasons for which he proposes to act; and the statement of reasons may include matters contained in any report received by him under paragraph 4.

Supplementary provisionsE+W+S

7(1)A direction under paragraph 6 is, on the application of the Secretary of State, enforceable by injunction or, in Scotland, by an order under section 45 of the M9Court of Session Act 1988.E+W+S

(2)The fact that any rules made by a recognised supervisory or qualifying body have been altered by the Secretary of State, or pursuant to a direction of the Secretary of State, under paragraph 6 does not preclude their subsequent alteration or revocation by that body.

(3)In determining for the purposes of this Part of this Schedule whether any guidance has, or is likely to have, any particular effect the Secretary of State and the [F64OFT] may assume that the persons to whom it is addressed will act in conformity with it.

Part IIU.K. Consequential Exemptions from Competition Law

Fair Trading Act 1973 (c. 41)U.K.

8U.K.F65. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

[F66The Competition Act 1998]U.K.

[F679(1)The Chapter I prohibition does not apply to an agreement for the constitution of a recognised supervisory or qualifying body to the extent to which it relates to—U.K.

(a)rules of, or guidance issued by, the body; and

(b)incidental matters connected with the rules or guidance.

(2)The Chapter I prohibition does not apply to an agreement the parties to which consist of or include—

(a)a recognised supervisory or qualifying body, or

(b)any person mentioned in paragraph 3(5) or (6) above,

to the extent to which the agreement consists of provisions the inclusion of which in the agreement is required or contemplated by the rules or guidance of that body.

(3)The Chapter I prohibition does not apply to the practices mentioned in paragraph 3(4)(a) and (b) above.

(4)Where a recognition order is revoked, sub-paragraphs (1) to (3) above are to continue to apply for a period of six months beginning with the day on which the revocation takes effect, as if the order were still in force.

(5)In this paragraph—

(a)“the Chapter I prohibition” means the prohibition imposed by section 2(1) of the Competition Act 1998,

(b)references to an agreement are to be read as applying equally to, or in relation to, a decision or concerted practice,

and expressions used in this paragraph which are also used in Part I of the Competition Act 1998 are to be interpreted in the same way as for the purposes of that Part of that Act.

(6)In the application of this paragraph to decisions and concerted practices, references to provisions of an agreement are to be read as references to elements of a decision or concerted practice.]

Competition Act 1980 (c. 21)U.K.

F6810U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Section 130(7).

SCHEDULE 17U.K. Company Contracts, Seals, &c.: Further Provisions

Execution of deeds abroadU.K.

1(1)Section 38 of the M10Companies Act 1985 (execution of deeds abroad) is amended as follows.U.K.

(2). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F71

(3)For subsection (2) (effect of deed executed by attorney) substitute—

“(2)A deed executed by such an attorney on behalf of the company has the same effect as if it were executed under the company’s common seal.”.

Official seal for use abroadU.K.

2(1)Section 39 of the Companies Act 1985 (power to have official seal for use abroad) is amended as follows.U.K.

(2)In subsection (1), after “A company” insert “which has a common seal” and for “the common seal of the company” substitute “its common seal”.

(3)For subsection (2) (effect of sealing with official seal) substitute—

“(2)The official seal when duly affixed to a document has the same effect as the company’s common seal.”.

(4). . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F72

Official seal for share certificates, &c.U.K.

3(1)Section 40 of the M11Companies Act 1985 (official seal for share certificates, &c.) is amended as follows.U.K.

(2)After “A company” insert “which has a common seal” and for “the company’s common seal” substitute “its common seal”.

(3)At the end add—

“The official seal when duly affixed to a document has the same effect as the company’s common seal.”.

Authentication of documentsU.K.

4U.K.F73. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share certificate as evidence of titleU.K.

5U.K.F74. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Share warrants to bearerU.K.

6U.K.F75. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Identification of company on common sealU.K.

7U.K.In section 350 of the M12Companies Act 1985 (identification of company on company seal), for subsection (1) substitute—

“(1)A company which has a common seal shall have its name engraved in legible characters on the seal; and if it fails to comply with this subsection it is liable to a fine.”.

Floating charges under Scots lawU.K.

8U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F76

9U.K.In section 466(2) of the Companies Act 1985 (execution of instrument altering floating charge)—

(a)at the beginning of the subsection insert “Without prejudice to any enactment or rule of law regarding the execution of documents,”;

(b)omit paragraph (a);

(c)at the end of paragraph (b) insert “; or”, and

(d)omit paragraph (d) and the word “or” preceding it.

10U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . F77

Section 144(4).

SCHEDULE 18U.K.“Subsidiary” and related expressions: consequential amendments and savings

Coal Industry Nationalisation Act 1946 (c. 59)U.K.

1U.K.In Schedule 2A to the Coal Industry Nationalisation Act 1946 (eligibility for superannuation benefits), in the definition of “subsidiary” in paragraph 5 of the Table, for “section 154 of the Companies Act 1948” substitute “section 736 of the Companies Act 1985”.

Electricity Act 1947 (c. 54)U.K.

2U.K.F78. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Landlord and Tenant Act 1954 (c. 56)E+W+S

3E+W+SF79. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Transport Act 1962 (c. 46)U.K.

4U.K.In the Transport Act 1946, in the definition of “subsidiary” in section 92(1) (interpretation) omit the words “(taking references in that section to a company as being references to a body corporate)”.

Harbours Act 1964 (c. 40)U.K.

5U.K.In section 57(1) of the Harbours Act 1964 (interpretation), in the definition of “marine work” for “section 154 of the Companies Act 1948” substitute “ section 736 of the Companies Act 1985 ”.

General Rate Act 1967 (c. 9)U.K.

6U.K.In section 32A of the General Rate Act 1967 (rateable premises of Transport Boards), in the definition of “subsidiary” in subsection (6) omit the words “(taking references in that section to a company as being references to a body corporate)”.

Transport Act 1968 (c. 73)U.K.

F807E+W+S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Post Office Act 1969 (c. 48)U.K.

8U.K.In section 86 of the Post Office Act 1969 (interpretation), in subsection (2) for “736(5)(b)” substitute “ 736 ”.

Industry Act 1972 (c. 63)U.K.

9U.K.In section 10 of the Industry Act 1972 (construction credits), in subsection (9) for “for the purposes of the Companies Act 1985 by section 736 of that Act” substitute “ by section 736 of the Companies Act 1985 ”.

Coal Industry Act 1973 (c. 8)U.K.

10U.K.F81. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Industry Act 1975 (c. 68)U.K.

11U.K.F82. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Scottish Development Agency Act 1975 (c. 69)U.K.

[F8312U.K.In section 25(1) of the Scottish Development Agency Act 1975 (interpretation), in the definition of “wholly-owned subsidiary” for “section 736(5)(b)” substitute “ section 736 ”.]

Welsh Development Agency Act 1975 (c. 70)U.K.

13U.K.In section 27(1) of the Welsh Development Agency Act 1975 (interpretation), in the definition of “wholly-owned subsidiary” for “section 736(5)(b)” substitute “ section 736 ”.

Restrictive Trade Practices Act 1976 (c. 41)U.K.

F8414U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Industrial Common Ownership Act 1976 (c. 78)U.K.

15U.K.In section 2(5) of the Industrial Common Ownership Act 1976 (common ownership and co-operative enterprises) for “for the purposes of the Companies Act 1985” substitute “ as defined by section 736 of the Companies Act 1985 or for the purposes of ”.

Aircraft and Shipbuilding Industries Act 1977 (c. 3)U.K.

16U.K.In section 56(1) of the Aircraft and Shipbuilding Industries Act 1977 (interpretation), in the definition of “subsidiary” for “the same meaning as in” substitute “ the meaning given by section 736 of ”.

Nuclear Industry (Finance) Act 1977 (c. 7)U.K.

17U.K.In section 3 of the Nuclear Industry (Finance) Act 1977 (expenditure on acquisition of shares in National Nuclear Corporation Ltd and subsidiaries), after “within the meaning of” insert “ section 736 of ”.

Coal Industry Act 1977 (c. 39)U.K.

18U.K.F85. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Shipbuilding (Redundancy Payments) Act 1978 (c. 11)U.K.

19U.K.F86. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Capital Gains Tax Act 1979 (c. 14)U.K.

F8720E+W+S. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Crown Agents Act 1979 (c. 43)U.K.

21U.K.In section 31(1) of the Crown Agents Act 1979 (interpretation), in the definition of “wholly-owned subsidiary” for “section 736(5)(b)” substitute “ section 736(2) ”.

Competition Act 1980 (c. 21)U.K.

22U.K.In sections 11(3)(f) and 12 of the Competition Act 1980 (references relating to public bodies, &c.), after “within the meaning of” insert “ section 736 of ”.

British Aerospace Act 1980 (c. 26)U.K.

23U.K.In section 14(1) of the British Aerospace Act 1980 (interpretation)—

(a)in the definition of “subsidiary” for “the same meaning as in the Companies Act 1948”, and

(b)in the definition of “wholly-owned subsidiary” for “the same meaning as it has for the purposes of section 150 of the Companies Act 1948”,

substitute “ the meaning given by section 736 of the Companies Act 1985 ”.

Local Government, Planning and Land Act 1980 (c. 65)U.K.

24U.K.In sections 100(1), 141(7) and 170(1)(d) and (2) of the Local Government, Planning and Land Act 1980 (which refer to wholly-owned subsidiaries) for “within the meaning of section 736(5)(b)” substitute “ as defined by section 736 ”.

British Telecommunications Act 1981 (c. 38)U.K.

25U.K.In section 85 of the British Telecommunications Act 1981 (interpretation), for subsection (2) substitute—

“(2)Any reference in this Act to a subsidiary or wholly-owned subsidiary shall be construed in accordance with section 736 of the Companies Act 1985.”.

Transport Act 1981 (c. 56)U.K.

26U.K.F88. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Value Added Tax Act 1983 (c. 55)U.K.

F8927U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Telecommunications Act 1984 (c. 12)U.K.

[F9028U.K.In section 73(1) of the Telecommunications Act 1984 (interpretation of Part V), for “the same meaning as in” substitute “the meaning given by section 736 of”.]

London Regional Transport Act 1984 (c. 32)U.K.

29U.K.In section 68 of the London Regional Transport Act 1984 (interpretation), for the definition of “subsidiary” substitute—

““subsidiary” (subject to section 62 of this Act) has the meaning given by section 736 of the Companies Act 1985;”.

Inheritance Tax Act 1984 (c. 51)U.K.

30(1)The Inheritance Tax Act 1984 is amended as follows.U.K.

(2)In section 13 (dispositions by close companies for benefit of employees), in the definition of “subsidiary” in subsection (5) for “the same meaning as in” substitute “ the meaning given by section 736 of ”.

(3)In section 103 (introductory provisions relating to relief for business property), in subsection (2) for “the same meanings as in” substitute “ the meanings given by section 736 of ”.

(4)In section 234 (interest on instalments) in subsection (3) for “within the meaning of” substitute “ as defined in section 736 of ”.

Ordnance Factories and Military Services Act 1984 (c. 59)U.K.

31U.K.In section 14 of the Ordnance Factories and Military Services Act 1984 (interpretation), for the definitions of “subsidiary” and “wholly-owned subsidiary” substitute—

““subsidiary” and “wholly-owned subsidiary” have the meanings given by section 736 of the Companies Act 1985.”.

Companies Act 1985 (c. 6)U.K.

32(1)The following provisions have effect with respect to the operation of section 23 of the Companies Act 1985 (prohibition on subsidiary being a member of its holding company).U.K.

(2)In relation to times, circumstances and purposes before the commencement of section 144(1) of this Act, the references in section 23 to a subsidiary or holding company shall be construed in accordance with section 736 of the Companies Act 1985 as originally enacted.

(3)Where a body corporate becomes or ceases to be a subsidiary of a holding company by reason of section 144(1) coming into force, the prohibition in section 23 of the Companies Act 1985 shall apply (in the absence of exempting circumstances), or cease to apply, accordingly.

33(1)Section 153 of the Companies Act 1985 (transactions excepted from prohibition on company giving financial assistance for acquisition of its own shares) is amended as follows.U.K.

(2)In subsection (4)(bb) (employees’ share schemes) for “a company connected with it” substitute “a company in the same group”.

(3)For subsection (5) substitute—

“(5)For the purposes of subsection (4)(bb) a company is in the same group as another company if it is a holding company or subsidiary of that company, or a subsidiary of a holding company of that company.”.

34U.K.F91. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

35U.K.F92. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

36U.K.F93. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

37U.K.For the purposes of section 743 of the Companies Act 1985 (meaning of “employees’ share scheme”), a company which immediately before the commencement of section 144(1) was a subsidiary of another company shall not be treated as ceasing to be such a subsidiary by reason of that subsection coming into force.

38U.K.In Schedule 25 to the Companies Act 1985 “subsidiary” has the meaning given by section 736 of that Act as originally enacted.

Transport Act 1985 (c. 67)U.K.

39U.K.In section 137(1) of the Transport Act 1985 (interpretation), in the definition of “subsidiary” for the words from “as defined” to the end substitute “ within the meaning of section 736 of the Companies Act 1985 as originally enacted (and not as substituted by section 144(1) of the Companies Act 1989); ”.

Housing Act 1985 (c. 68)U.K.

40U.K.In section 622 of the Housing Act 1985 (minor definitions: general), in the definition of “subsidiary” for “the same meaning as in” substitute “ the meaning given by section 736 of ”.

Housing Associations Act 1985 (c. 69)U.K.

41U.K.In section 101 of the Housing Associations Act 1985 (minor definitions: Part II), in the definition of “subsidiary” for “the same meaning as in” substitute “ the meaning given by section 736 of ”.

Atomic Energy Authority Act 1986 (c. 3)U.K.

42U.K.In section 9 of the Atomic Energy Authority Act 1986 (interpretation), in the definition of “subsidiary” and “wholly-owned subsidiary” for “have the same meaning as in” substitute “ have the meaning given by section 736 of ”.

Airports Act 1986 (c. 31)U.K.

43U.K.In section 82 of the Airports Act 1986 (general interpretation), in the definition of “subsidiary” for “has the same meaning as in” substitute “ has the meaning given by section 736 of ”.

Gas Act 1986 (c. 44)U.K.

44U.K.In the Gas Act 1986—

(a)in section 48(1) (interpretation of Part I), in the definitions of “holding company” and “subsidiary”, and

(b)in section 61(1) (interpretation of Part II), in the definition of “subsidiary”,

for “has the same meaning as in” substitute “ has the meaning given by section 736 of ”.

Building Societies Act 1986 (c. 53)U.K.

45U.K.In section 119 of the Building Societies Act 1986 (interpretation), in the definition of “subsidiary” for “has the same meaning as in” substitute “ has the meaning given by section 736 of ”.

Income and Corporation Taxes Act 1988 (c. 1)U.K.

46U.K.F94. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

British Steel Act 1988 (c. 35)U.K.

47U.K.In section 15(1) of the British Steel Act 1988 (interpretation), in the definition of “subsidiary” for “has the same meaning as in” substitute “ has the meaning given by section 736 of ”.

Section 145.

SCHEDULE 19U.K. Minor amendments of the Companies Act 1985

Correction of cross-referenceU.K.

1U.K.In section 131(1) of the M13Companies Act 1985 (merger relief) for “section 132(4)” substitute “section 132(8)”.

This amendment shall be deemed always to have had effect.

Particulars to be given of directors and secretariesU.K.

2(1)Section 289 of the Companies Act 1985 (particulars of directors required to be entered in register) is amended as follows.U.K.

(2)In subsection (1)(a) (particulars of individual directors)—

(a)in sub-paragraph (i) for “Christian name and surname” and in sub-paragraph (ii) for “Christian name or surname” substitute “name”, and

(b)for sub-paragraph (vii) substitute—

“(vii)the date of his birth;”.

(3)In subsection (1)(b) (particulars of other directors) after “corporation” insert “or Scottish firm” and after “corporate” insert “or firm”.

(4)For subsection (2) substitute—

“(2)In subsection (1)(a)—

(a)“name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname, or in addition to either or both of them; and

(b)the reference to a former name does not include—

(i)in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii)in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii)in the case of a married woman, the name by which she was known previous to the marriage.”.

3(1)Section 290 of the Companies Act 1985 (particulars of secretaries to be entered in register) is amended as follows.U.K.

(2)In subsection (1)(a) (particulars of individuals) for “Christian name and surname” and “Christian name or surname” substitute “name”.

(3)For subsection (3) substitute—

“(3)Section 289(2)(a) and (b) apply for the purposes of the obligation under subsection (1)(a) of this section to state the name or former name of an individual.”.

4(1)Section 305 of the Companies Act 1985 (directors’ names on company correspondence, &c.) is amended as follows.U.K.

(2)In subsection (1) for the words from “the Christian name” onwards substitute “the name of every director of the company”.

(3)For subsection (4) substitute—

“(4)For the purposes of the obligation under subsection (1) to state the name of every director of the company, a person’s “name” means—

(a)in the case of an individual, his Christian name (or other forename) and surname; and

(b)in the case of a corporation or Scottish firm, its corporate or firm name.

(5)The initial or a recognised abbreviation of a person’s Christian name or other forename may be stated instead of the full Christian name or other forename.

(6)In the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.

(7)In this section “director” includes a shadow director and the reference in subsection (3) to an “officer” shall be construed accordingly.”.

5(1)Section 686 of the M14Companies Act 1985 (documents to be delivered to registrar on registration of company not formed under companies legislation) is amended as follows.U.K.

(2)In subsection (1) (particulars to be delivered to registrar), for paragraph (b) (particulars of directors and managers) substitute—

“(b)a list showing with respect to each director or manager of the company—

(i)in the case of an individual, his name, address, occupation and date of birth,

(ii)in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office,”.

(3)After that subsection insert—

“(1A)For the purposes of subsection (1)(b)(i) a person’s “name” means his Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them.”.

6U.K.In section 691 of the Companies Act 1985 (documents to be delivered to registrar on registration of oversea company), for subsection (2) (particulars of directors and secretary) substitute—

“(2)The list referred to in subsection (1)(b)(i) shall contain the following particulars with respect to each director—

(a)in the case of an individual—

(i)his name,

(ii)any former name,

(iii)his usual residential address,

(iv)his nationality,

(v)his business occupation (if any),

(vi)if he has no business occupation but holds other directorships, particulars of them, and

(vii)his date of birth;

(b)in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.

(3)The list referred to in subsection (1)(b)(i) shall contain the following particulars with respect to the secretary (or, where there are joint secretaries, with respect to each of them)—

(a)in the case of an individual, his name, any former name and his usual residential address;

(b)in the case of a corporation or Scottish firm, its corporate or firm name and registered or principal office.

Where all the partners in a firm are joint secretaries of the company, the name and principal office of the firm may be stated instead of the particulars required by paragraph (a).

(4)In subsections (2)(a) and (3)(a) above—

(a)“name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname, or in addition to either or both of them; and

(b)the reference to a former name does not include—

(i)in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii)in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii)in the case of a married woman, the name by which she was known previous to the marriage.”.

7(1)Schedule 1 to the Companies Act 1985 (particulars of directors and secretaries to be sent to registrar) is amended as follows.U.K.

(2)In paragraph 1(a) (particulars of individual directors)—

(a)for “Christian name and surname” and “Christian name or surname” substitute “name”; and

(b)for the words from “and, in the case” to the end substitute “and his date of birth”.

(3)In paragraph 1(b) (particulars of other directors) after “corporation” insert “or Scottish firm” and after “corporate” insert “or firm”.

(4)In paragraph 3(1)(a) (particulars of individual secretaries) for “Christian name and surname” (twice) substitute “name”.

(5)For paragraph 4 substitute—

“4In paragraphs 1(a) and 3(1)(a) above—

(a)“name” means a person’s Christian name (or other forename) and surname, except that in the case of a peer, or an individual usually known by a title, the title may be stated instead of his Christian name (or other forename) and surname or in addition to either or both of them; and

(b)the reference to a former name does not include—

(i)in the case of a peer, or an individual normally known by a British title, the name by which he was known previous to the adoption of or succession to the title, or

(ii)in the case of any person, a former name which was changed or disused before he attained the age of 18 years or which has been changed or disused for 20 years or more, or

(iii)in the case of a married woman, the name by which she was known previous to the marriage.”.

Transactions with directors not requiring authorisationU.K.

8U.K.F95. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Time limit for holding extraordinary general meeting convened on members’ requisitionU.K.

9U.K.F96. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Removal of restriction on transfer of sharesU.K.

10(1)In section 456(3) of the Companies Act 1985 (removal of restrictions by order of court), in paragraph (b) (order where shares to be sold)—U.K.

(a)for “sold” substitute “ transferred for valuable consideration ”, and

(b)for “sale” substitute “ transfer ”.

(2)In section 454(2) and (3) (which refer to section 456(3)(b)) for “sell” and “sale” substitute “ transfer ”.

Requirements for registration by joint stock companiesU.K.

12U.K.In section 684(1) of the Companies Act 1985 (requirements for registration by joint stock companies: documents to be delivered to registrar), in paragraph (b) (list of members on specified day) for “(not more than 6 clear days before the day of registration)” substitute “(not more than 28 clear days before the day of registration)”.

Companies’ registered numbersU.K.

14U.K.For section 705 of the Companies Act 1985 (Companies’ registered numbers) substitute—

“705 Companies’ registered numbers.

(1)The registrar shall allocate to every company a number, which shall be known as the company’s registered number.

(2)Companies’ registered numbers shall be in such form, consisting of one or more sequences of figures or letters, as the registrar may from time to time determine.

(3)The registrar may upon adopting a new form of registered number make such changes of existing registered numbers as appear to him necessary.

(4)A change of a company’s registered number has effect from the date on which the company is notified by the registrar of the change; but for a period of three years beginning with the date on which that notification is sent by the registrar the requirement of section 351(1)(a) as to the use of the company’s registered number on business letters and order forms is satisfied by the use of either the old number or the new.

(5)In this section “company” includes—

(a)any oversea company which has complied with section 691 (delivery of statutes to registrar, &c.), other than a company which appears to the registrar not to have a place of business in Great Britain; and

(b)any body to which any provision of this Act applies by virtue of section 718 (unregistered companies).”.

Exemptions from limit of 20 on members of partnershipU.K.

15(1)Section 716 of the Companies Act M151985 (prohibition of formation of company, association or partnership with more than 20 members unless registered as company, &c.) is amended as follows.U.K.

(2)In subsection (2) (exemptions), after paragraph (c) insert—

“(d)for any purpose prescribed by regulations (which may include a purpose mentioned above), of a partnership of a description so prescribed.”; and omit the words inserted by paragraph 22 of Schedule 16 to the Financial Services Act M161986.

(3)For subsections (3) and (4) substitute—

“(3)In subsection (2)(a) “solicitor”—

(a)in relation to England and Wales, means solicitor of the Supreme Court, and

(b)in relation to Scotland, means a person enrolled or deemed enrolled as a solicitor in pursuance of the Solicitors (Scotland) Act 1980.

(4)In subsection (2)(c) “recognised stock exchange” means—

(a)The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, and

(b)any other stock exchange for the time being recognised for the purposes of this section by the Secretary of State by order made by statutory instrument.”.

16(1)Section 717 of the Companies Act 1985 (limited partnerships: limit on number of members) is amended as follows.U.K.

(2)In subsection (1) (exemptions from limit of 20 members under section 4(2) of Limited Partnerships Act 1907), after paragraph (c) insert—

“(d)to a partnership carrying on business of any description prescribed by regulations (which may include a business of any description mentioned above), of a partnership of a description so prescribed.”; and omit the words inserted by paragraph 22 of Schedule 16 to the Financial Services Act 1986.

(3)For subsections (2) and (3) substitute—

“(2)In subsection (1)(a) “solicitor”—

(a)in relation to England and Wales, means solicitor of the Supreme Court, and

(b)in relation to Scotland, means a person enrolled or deemed enrolled as a solicitor in pursuance of the Solicitors (Scotland) Act 1980.

(3)In subsection (1)(c) “recognised stock exchange” means—

(a)The International Stock Exchange of the United Kingdom and the Republic of Ireland Limited, and

(b)any other stock exchange for the time being recognised for the purposes of this section by the Secretary of State by order made by Statutory Instrument.”.

Meaning of “officer who is in default”U.K.

17U.K.F98. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Offences committed by partnerships and other unincorporated bodiesU.K.

18U.K.F99. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Meaning of “office copy” in ScotlandU.K.

19U.K.In Part XXVI of the Companies Act 1985 (interpretation), after section 743 insert—

“743A Meaning of “office copy” in Scotland.

References in this Act to an office copy of a court order shall be construed, as respects Scotland, as references to a certified copy interlocutor.”.

Index of defined expressionsU.K.

20U.K.In Part XXVI of the Companies Act 1985 (interpretation), after section 744 insert—

“744A Index of defined expressions.

The following Table shows provisions defining or otherwise explaining expressions for the purposes of this Act generally—

Fraudulent trading by unregistered companiesU.K.

21U.K.In Schedule 22 to the Companies Act M171985 (provisions applying to unregistered companies), at the appropriate place insert—

section 153.

SCHEDULE 20U.K. Amendments about mergers and related matters

Fair Trading Act 1973 (c. 41)U.K.

1U.K.F100. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

2U.K.F101. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

3U.K.F102. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

4U.K.F103. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5U.K.F104. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6U.K.F105. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7U.K.F106. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

8U.K.F107. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

9U.K.F108. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

10U.K.F109. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11U.K.F110. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

12U.K.F111. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

13(1)F112. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .U.K.

(2)F113. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

14U.K.F114. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

15U.K.F115. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

16U.K.F116. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

17U.K.In section 132(1) of that Act, after “85(6)” there is inserted “ section 93B ”.

18(1)In Schedule 3 to that Act, in paragraph 16(2) for “75” there is substituted “ “73 ”.U.K.

(2)This paragraph does not apply in relation to any report made before the passing of this Act.

19U.K.F117. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

20U.K.F118. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Competition Act 1980 (c. 21)U.K.

F11921U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F12022U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F12123U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F12224U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Telecommunications Act 1984 (c. 12)U.K.

25(1)In section 13(9) of the Telecommunications Act 1984, after “Commission)” there is inserted “ together with section 24 of the Competition Act 1980 (modification of provisions about performance of Commission’s functions) ”.U.K.

(2)The Monopolies and Mergers Commission (Performance of Functions) Order 1989 shall have effect as if sub-paragraph (1) above had come into force immediately before the making of the Order.

Financial Services Act 1986 (c. 60)U.K.

F12326U.K.. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F124 SCHEDULE 21U.K.

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F128 SCHEDULE 22E+W+S

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F129SCHEDULE 23U.K.

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Section 212.

SCHEDULE 24U.K.Repeals