The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008

EXPLANATORY NOTE

(This note is not part of the Order)

This is the eighth Commencement Order made under the Companies Act 2006 (c.46) (“the Act”). Part 47 and certain provisions in Parts 43, 44 and 46 of the Act came into force on the passing of the Act.

Article 3 brings into force on 1st October 2009 provisions about—

• a company’s formation and constitution

• the capacity of a company, powers of directors to bind it and formalities of doing business under the law of England and Wales, Northern Ireland or Scotland

• a company’s name, including change of name and similarity to other names

• a company’s registered office

• re-registration as a means of altering a company’s status

• a company’s members

• directors, including the register of directors and protecting directors’ residential addresses from disclosure

• the register of secretaries

• a company’s share capital

• the acquisition by a limited company of its own shares

• a company’s annual return

• company charges

• dissolution of a company and restoration to the register

• UK companies not formed under companies legislation

• overseas companies

• the registrar of companies

• offences under the Act and other companies legislation

• company records

• service addresses

• disqualification of foreign directors

• business names

• the extension of the Act and certain other legislation to Northern Ireland.

Once the provisions of the Act which will be brought into force by this Order on 1st October 2009 are in force, all the provisions of the Act will be in force other than sections 327(2)(c) and 330(6)(c) and Part 2 of Schedule 9.

Article 4 and Schedule 1 bring some of the repeals in the Act into force.

Article 5 and Schedule 2 make transitional provisions and savings.

Article 6 revokes all the transitional adaptations that were made to the Act by earlier Commencement Orders. These were required when not all the provisions in the Act were in force but are not now needed.

Article 7 makes transitional provisions relating to the prosecution of offences.

Article 8 ensures that the operation of the continuity of the law provision in section 1297 of the Act is not affected by the other provisions of the Order, except where that is the intention.