The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009

Savings

Saving for unlimited liabilities of directors etc

9.  The repeal of the provisions relating to unlimited liability of directors and others, that is—

(a)sections 306 and 307 of the Companies Act 1985(1) and section 75 of the Insolvency Act 1986, or

(b)Articles 314 and 315 of the Companies (Northern Ireland) Order 1986(2) and Article 62 of the Insolvency (Northern Ireland) Order 1989,

does not affect the operation of those provisions in relation to liabilities arising before 1st October 2009 or in connection with the holding of an office to which a person was appointed before that date on the understanding that their liability would be unlimited.

Saving for information obtained or report made under repealed NI provisions

10.—(1) The operation of any provision about the disclosure of information—

(a)obtained under a repealed NI provision, or

(b)contained in a report made under a repealed NI provision,

is not affected by the repeal of that provision (or the repeal of the NI provision).

(2) So far as may be necessary for continuing the operation of any such provision—

(a)information obtained as mentioned in paragraph (1)(a) is to be treated in the same way as information obtained under the corresponding GB provision, and

(b)information contained in any such report as is mentioned in paragraph (1)(b) is to be treated in the same way as information contained in a report made under the corresponding GB provision.

(3) In this article—

“repealed NI provision” means a provision of Northern Ireland legislation that is repealed in consequence of the extension to Northern Ireland, by any provision of Part 45 of the Companies Act 2006, of provisions applying in Great Britain; and

“corresponding GB provision” means the corresponding provision so applied.

Saving for provisions relating to nature of liability of member or contributory

11.—(1) The new provisions as to the nature of a member’s or contributory’s liability apply to liabilities arising on or after 1st October 2009 and the old provisions continue to apply to liabilities arising before that date.

(2) The new provisions are section 33(2) of the Companies Act 2006 and (in England and Wales) section 80 of the Insolvency Act 1986 as amended by this Order.

(3) The old provisions are—

(a)in England and Wales, section 14(2) of the Companies Act 1985 and section 80 of the Insolvency Act 1986 as it has effect before that amendment;

(b)in Northern Ireland, Articles 4(d)(ii) and 15(c) of the Limitation (Northern Ireland) Order 1989(3).

(4) For the purposes of this article a liability is treated as arising when the limitation period starts to run for the purposes of the Limitation Act 1980(4) or the Limitation (Northern Ireland) Order 1989.

Saving for earlier consequential amendments, transitional provisions and savings

12.—(1) Schedule 3 to this Order contains provisions preserving the effect of the provisions of the Companies Consolidation (Consequential Provisions) Act 1985(5) and the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986(6) relating to old public companies.

(2) The repeal of the other provisions of that Act or Order does not affect the operation of—

(a)any provision amending an enactment that remains in force;

(b)any transitional provision that remains capable of having effect in relation to the corresponding provision of the Companies Act 2006;

(c)any saving that remains capable of having effect in relation to the repeal of an enactment by that Act or Order.

Saving of power to order caution for expenses (in Scotland) or security for costs (in Northern Ireland)

13.—(1) Schedule 1 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008(7) (repeals coming into force on 1st October 2009) is amended as follows—

(a)in Part 1 (Great Britain repeals), in the list of provisions of the Companies Act 1985, for “Sections 721 to 726” substitute “Sections 721 to 725 and 726(1)”;

(b)in Part 2 (Northern Ireland repeals), in the list of provisions of the Companies (Northern Ireland) Order 1986, for “Articles 670 to 674” substitute “Articles 670 to 673”.

(2) In Article 674 of the Companies (Northern Ireland) Order 1986 (power to order security for costs in Northern Ireland) the expression “limited company” has the same meaning as in the Companies Acts (see section 3 of the Companies Act 2006).

(3) That Article and section 726(2) of the Companies Act 1985 (power to order caution for expenses in Scotland) apply to a limited liability partnership registered under the Limited Liability Partnerships Act 2000(8) as they apply to a limited company.