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

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PART 2AMENDMENTS OF THE COMMUNITY INTEREST COMPANY REGULATIONS 2005

27.  In regulation 2 (interpretation)—

(a)after the definition of “the 1985 Act” insert—

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

(b)in the definition of “asset-locked body”—

(i)in paragraph (a), for “charity or Scottish charity” substitute “or a charity”, and

(ii)in paragraph (b), for “Great Britain” substitute “the United Kingdom” and for “any of those persons” substitute “either of those”;

(c)in the definition of “distributable profits”, after “section 263(3) of the 1985 Act” insert “or Article 271(3) of the 1986 Order”;

(d)in the definition of “election” for “Great Britain” substitute “the United Kingdom”;

(e)in the definition of “governmental authority”, in paragraph (a) for “Great Britain” substitute “the United Kingdom”;

(f)in the definition of “political campaigning organisation”, in paragraph (a) for “Great Britain” substitute “the United Kingdom”;

(g)in the definition of “subsidiary”, after “section 736 of the 1985 Act” insert “or Article 4 of the 1986 Order”.

28.  In regulation 3 (political activities not to be treated as carried on for the benefit of the community), in paragraph (1)(a)(i) for “Great Britain” substitute “the United Kingdom”.

29.  In regulation 9 (requirements as to memorandum and articles: alternative provisions), in the quoted alternative provision in paragraph (1), for the words from “a charity” to the end substitute “a charity or an equivalent body established outside the United Kingdom;”.

30.  In regulation 12 (prescribed conversion documents), for paragraph (1)(c) substitute—

(c)either—

(i)a declaration that the company is not a charity, or

(ii)in the case of a company that is an English charity, a declaration that the Charity Commissioners have given the company the written consent required by section 39 of the 2004 Act..

31.  In regulation 14 (documents to be delivered to registrar of companies), in paragraph (1)—

(a)after “section 4(1) of the 1985 Act” insert “or Article 15(1) of the 1986 Order”, and

(b)after “section 380 of the 1985 Act” insert “or Article 388 of the 1986 Order”.

32.  In regulation 15 (decisions etc)—

(a)in paragraph (1), after “section 4(1) of the 1985 Act” insert “or Article 15(1) of the 1986 Order”;

(b)in paragraph (6)(a), after “section 380 of the 1985 Act” insert “or Article 388 of the 1986 Order”;

(c)in paragraph (6)(b), after “section 6 of the 1985 Act” insert “or Article 17 of the 1986 Order”;

(d)in paragraph (6)(c), for “section 711 of the 1985 Act” substitute “section 1077 of the Companies Act 2006”.

33.  In regulation 16 (exemptions), omit “or a Scottish charity”.

34.  In regulation 18 (maximum dividend per share), in paragraph (3) after “Secretary of State” insert “(in Northern Ireland, the Department of Enterprise, Trade and Investment for Northern Ireland)”.

35.  In regulation 21 (the interest cap), in paragraph (4) after “Secretary of State” insert “(in Northern Ireland, the Department of Enterprise, Trade and Investment for Northern Ireland)”.

36.  In regulation 23 (distribution of assets on a winding up), in paragraphs (1)(a) and (9), after “the Insolvency Act 1986” insert “or the Insolvency (Northern Ireland) Order 1989”(1).

37.  In regulation 26 (community interest company reports: general)—

(a)in paragraph(1)(c), after “paragraphs 1 to 14 of Part 1 of Schedule 6 to the 1985 Act” insert “or paragraphs 1 to 14 of Part 1 of Schedule 6 to the 1986 Order”;

(b)in paragraph (3)(a), after “section 242(1) of the 1985 Act” insert “or Article 250(1) of the 1986 Order”.

38.  In regulation 29 (application of the 1985 Act)—

(a)in the heading for “the 1985 Act” substitute “provisions relating to the directors’ report”;

(b)in the opening words omit “of the 1985 Act”;

(c)for “section 234A” substitute “section 234A of the 1985 Act or Article 242A of the 1986 Order”;

(d)for “section 238” substitute “section 238 of the 1985 Act or Article 246 of the 1986 Order”;

(e)for “section 239” substitute “section 239 of the 1985 Act or Article 247 of the 1986 Order”;

(f)for “section 241” substitute “section 241 of the 1985 Act or Article 249 of the 1986 Order”;

(g)for “section 244” substitute “section 244 of the 1985 Act or Article 252 of the 1986 Order”;

(h)for “section 245(1) and (2)” substitute “section 245(1) and (2) of the 1985 Act or Article 253(1) and (2) of the 1986 Order”;

(i)for “section 252(1), (2) and (4)” substitute “section 252(1), (2) and (4) of the 1985 Act or Article 260(1), (2) and (4) of the 1986 Order”.

39.  In regulation 34 (registrar of companies: modification of enactments)—

(a)in paragraph (1) for “section 711 of the 1985 Act” substitute “section 1077 of the Companies Act 2006”;

(b)omit paragraph (3).

40.  In regulation 35 (documents to be copied to the Regulator by the registrar of companies)—

(a)in paragraph (1), after “section 109(1) of the Insolvency Act 1986”, insert “or Article 95 of the Insolvency (Northern Ireland) Order 1989”;

(b)in paragraph (2), after “section 130(1) of the Insolvency Act 1986”, insert “or Article 110 of the Insolvency (Northern Ireland) Order 1989”.

41.  In regulation 38 (notice of appeal), in paragraph (1)(b) for “Great Britain” substitute “the United Kingdom”.

42.  In Schedule 1 (requirements for memorandum or articles: company without share capital)—

(a)in paragraph 1(4)(a)(i) for “charity or Scottish charity” substitute “or a charity”;

(b)in paragraph 1(4)(a)(ii) for “any of those persons” substitute “either of those”;

(c)omit paragraph 1(4)(c) and (e);

(d)in paragraph 3(5) for “section 223 of the Companies Act 1985” substitute “section 223 of the 1985 Act or Article 231 of the 1986 Order”.

43.  In Schedule 2 (requirements for memorandum or articles: company with share capital)—

(a)in paragraph 1(4)(a)(i) for “, charity or Scottish charity” substitute “or a charity”;

(b)in paragraph 1(4)(a)(ii) for “Great Britain” substitute “the United Kingdom” and for “any of those persons” substitute “either of those”;

(c)omit paragraph 1(4)(c) and (e);

(d)in paragraph 3(5) for “section 223 of the Companies Act 1985” substitute “section 223 of the 1985 Act or Article 231 of the 1986 Order”.

44.  In Schedule 3 (alternative requirements for memorandum or articles)—

(a)in paragraph 1(4)(a)(i) for “, charity or Scottish charity” substitute “or a charity”;

(b)in paragraph 1(4)(a)(ii) for “Great Britain” substitute “the United Kingdom” and for “any of those persons” substitute “either of those”;

(c)omit paragraph 1(4)(c) and (e);

(d)in paragraph 3(5) for “section 223 of the Companies Act 1985” substitute “section 223 of the 1985 Act or Article 231 of the 1986 Order”.

45.  In Schedule 5 (fees payable to the registrar of companies)—

(a)after “section 10 of the 1985 Act” insert “or Article 21 of the 1986 Order”;

(b)after “section 380 of the 1985 Act” insert “or Article 388 of the 1986 Order”.

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