The Companies Act 1989 (Commencement No. 8 and Transitional and Saving Provisions) Order 1990

• Citation: S.I. 1990/2569
• Sections: 8

Section 1 Citation and Interpretation

This Order may be cited as the Companies Act 1989 (Commencement No. 8 and Transitional and Saving Provisions) Order 1990.

Section 2 Citation and Interpretation

In this Order:

“the 1989 Act ” means the Companies Act 1989; and

“the 1985 Act ” means the Companies Act 1985 .

Section 3 Provisions of the 1989 Act commenced by this Order

With the exception of sections 1 and 11 insofar as they insert a new section 242A into the 1985 Act, the provisions of Part I of the 1989 Act not already in force shall come into force on 7th January 1991, subject to the transitional and saving provisions set out in Article 6 of this Order.

Section 4 Provisions of the 1989 Act commenced by this Order

In Part V of the 1989 Act:

(a) sections 108 to 112 shall come into force on 4th February 1991, subject to the transitional and saving provisions set out in Article 7 of this Order;

(b) sections 125 and 127(1), (2) and (4) shall come into force on 7th January 1991, together with, to the extent that it has the effect of inserting into Schedule 22 of the 1985 Act a reference to the new sections 706, 707 and 715A of the 1985 Act inserted by those sections, section 127(7);

(c) section 135 shall come into force on 7th January 1991;

(d) paragraph 10 of Schedule 19, together with section 145 so far as it extends to that paragraph, shall come into force on 7th January 1991; and

(e) paragraph 11 of Schedule 19, together with section 145 so far as it extends to that paragraph, shall come into force on 4th February 1991.

Section 5 Provisions of the 1989 Act commenced by this Order

In Part X of the 1989 Act:

(a) the repeal effected by Schedule 24 of section 708(1)(b) of the 1985 Act, together with section 212 so far as relating to that repeal, shall come into force on 7th January 1991;

(b) the repeal effected by Schedule 24 of Schedule 15 to the 1985 Act, together with section 212 so far as relating to that repeal, shall come into force on 7th January 1991, subject to the transitional and saving provisions made by Articles 4 and 5 of the Companies Act 1989 (Commencement No. 7 and Transitional and Saving Provisions) Order 1990 ; and

(c) the repeals effected by Schedule 24 of the entries relating to section 245(1) and (2) in Schedule 24 to the 1985 Act, together with section 212 so far as relating to those repeals, shall come into force on 7th January 1991 subject to the transitional and saving provisions set out in Article 6 of this Order.

Section 6 Transitional and saving provisions relating to provisions commenced in Part I of the 1989 Act

(1) Notwithstanding:

(a) the repeal of section 245 of the 1985 Act as originally enacted by the commencement by this Order of section 12 of the 1989 Act; and

(b) the commencement by this Order of the provisions in paragraph 24(2) of Schedule 10 to the 1989 Act which omit the references to the said section 245 in Schedule 24 to the 1985 Act (Punishment of offences);

section 245 of the 1985 Act as originally enacted (together with the references to that section in Schedule 24 to the 1985 Act) shall continue to have effect:

(i) with respect to a company’s accounts for a financial year commencing on a date prior to 23rd December 1989, where those accounts are laid before the company in general meeting or delivered to the registrar on or after 7th January 1991; and

(ii) with respect to the annual accounts of a company for a financial year commencing on or after 23rd December 1989, if those accounts have been approved by the directors under section 233 of the 1985 Act (as inserted by section 7 of the 1989 Act) prior to 7th January 1991 but are laid before the company in general meeting or delivered to the registrar on or after that date.

Nothing in this paragraph is to be taken as prejudicing the application of section 16 of the Interpretation Act 1978 (Repealing enactments: General Savings) .

(2) Section 233(5) of the 1985 Act (as inserted by section 7 of the 1989 Act) and sections 245(1) and (2), 245A and 245B of the 1985 Act (all as inserted by section 12 of the 1989 Act) shall have effect, as from their commencement, with respect to the annual accounts of a company for a financial year commencing on or after 23rd December 1989, but shall not apply with respect to a company’s accounts for a financial year commencing prior to that date.

(3) In this article “a company’s accounts” has the meaning given to it by section 239 of the 1985 Act as originally enacted and other expressions shall bear the meaning ascribed to them in the 1985 Act as amended by the 1989 Act.

(4) The transitional and saving provisions set out in this article shall have effect (so far as applicable) in relation to any body corporate to which Part VII of the 1985 Act is applied (whether or not subject to modification) by any enactment (including any subordinate legislation within the meaning of section 21(1) of the Interpretation Act 1978) as they have effect in relation to a company, unless the context otherwise requires, and accordingly references in this Article to a company shall be construed as including such a body corporate.

Section 7 Transitional and saving provisions relating to sections 108 to 112 of the 1989 Act

(1) Nothing in new section 35 of the 1985 Act (as inserted by section 108(1) of the 1989 Act) shall affect the validity or invalidity of any act done by a company prior to 4th February 1991; nor shall subsection (3) of that section enable any ratification of any action taken by the directors of a company prior to that date.

(2) Nothing in section 35A of the 1985 Act (as inserted by section 108 of the 1989 Act) shall affect the validity or invalidity of any act of or transaction entered into by a company prior to 4th February 1991.

(3) Nothing in section 322A of the 1985 Act (as inserted by section 109(1) of the 1989 Act) shall affect any transaction entered into by a company prior to 4th February 1991.

(4) Nothing in section 30B of the Charities Act 1960 (as inserted by section 111 of the 1989 Act) or in section 112(3) of the 1989 Act shall be construed as affecting any act of or transaction entered into by a company prior to 4th February 1991.

(5) In this Article “company” includes any body corporate to which sections 35, 35A and 322A applied by virtue of any enactment.

Section 8 Amendment of earlier Commencement Order

(1) The amendment made by this article to the Companies Act 1989 (Commencement No. 4 and Transitional and Saving Provisions) Order 1990 takes effect on 7th January 1991.

(2) Paragraph 2 of Part I of Schedule 2 to the Companies Act 1989 (Commencement No. 4 and Transitional and Saving Provisions) Order 1990 is hereby revoked save to the extent that section 245 of the 1985 Act as originally enacted is continued in force by Article 6 of this Order.