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

• Citation: S.I. 2007/1093
• Sections: 89

Section 1 Citation, interpretation and coming into force

(1) This Order may be cited as the Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007.

(2) In this Order—

“the 1985 Act ” means the Companies Act 1985 ;

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

“the 2004 Act ” means the Companies (Audit, Investigations and Community Enterprise) Act 2004 ;

“the 2005 Order ” means the Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005 ;

“the 2005 Regulations ” means the Community Interest Company Regulations 2005 ; and

“the Interim Regulations ” means the Takeovers Directive (Interim Implementation) Regulations 2006 .

(3) This Order comes into force on 6th April 2007.

Section 2 Provisions coming into force on 6th April 2007

(1) The following provisions of the Companies Act 2006 come into force on 6th April 2007—

(a) section 2 (the Companies Acts);

(b) sections 942 to 992 and Schedule 2 (takeovers etc );

(c) section 1043 (unregistered companies);

(d) section 1170 (meaning of “ EEA State” and related expressions); and

(e) section 1284(1) (extension of Companies Acts to Northern Ireland) so far as it relates to—

(i) the provisions mentioned in sub-paragraphs (a), (b) and (c) above, and

(ii) Part 2 of the 2004 Act (community interest companies).

(2) The following provisions of the Companies Act 2006 come into force on 6th April 2007 so far as necessary for the purposes of the provisions mentioned in paragraph (1)—

(a) section 546 (issued and allotted share capital);

(b) section 558 (when shares are allotted);

(c) sections 1121 to 1123 and 1125 to 1133 (provisions relating to offences);

(d) sections 1134, 1135 and 1138 (company records);

(e) section 1139 (service of documents on a company);

(f) section 1140 (service of documents on directors, secretaries and others);

(g) section 1168 (hard copy and electronic form and related expressions); and

(h) in section 1173 (minor definitions: general), the definitions of “body corporate”, “the Gazette” and “regulated market”.

Section 3 Transitional adaptations of provisions brought into force

The provisions brought into force by article 2 have effect subject to any transitional adaptations specified in Schedule 1.

Section 4 Interpretation of provisions brought into force

Where an expression in a provision brought into force by this Order (or in an adaptation made by this Order of such a provision)—

(a) is defined in the 1985 Act or the 1986 Order (“the old definition”); and

(b) is defined in the Companies Act 2006 by another provision that is not yet in force for the purposes of the provision brought into force (“the new definition”),

the expression has, for the purposes of the provision brought into force (or the adaptation), the meaning given by the old definition until the new definition is brought into force for the purposes of that provision.

Section 5 Repeals

Sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006 (repeals) come into force on 6th April 2007 so far as relating to the repeals specified in Schedule 2 to this Order.

Section 6 Consequential amendments

(1) The amendments in Schedule 3 have effect in consequence of provision made by Part 28 of the Companies Act 2006 (takeovers etc).

(2) The amendments in Schedule 4 have effect in consequence of the extension to Northern Ireland of Part 2 of the 2004 Act (community interest companies) and the revocation of Part 3 of the 2005 Order (which made corresponding provision for Northern Ireland).

(3) In Schedule 4—

(a) Part 1 amends the 2004 Act,

(b) Part 2 amends the 2005 Regulations, and

(c) Part 3 makes amendments of other enactments.

Section 7 Consequential repeals and revocations

The repeals and revocations in Schedule 5 have effect in consequence of provision made by Part 28 of the Companies Act 2006 (takeovers etc).

Section 8 Transitional provisions and savings

Schedule 6 contains savings relating to the provisions (and repeals) brought into force by this Order.

Section 9 Transitional provisions and savings

(1) Section 992 of the Companies Act 2006 (matters to be dealt with in directors’ report) applies to the 1986 Order with the following modifications.

(2) In subsection (1) for “Part 7 of the Companies Act 1985 (c.6) ” substitute “Part 8 of the Companies (Northern Ireland) Order 1986”.

(3) In subsection (3)—

(a) for “section 234ZZA” substitute “Article 242ZZA”;

(b) for “subsection (4)” substitute “paragraph (4)”.

(4) In subsection (4) for “subsection” substitute “paragraph”.

(5) In subsection (5)—

(a) for “section 251” substitute “Article 259”,

(b) for “subsection” substitute “paragraph”,

(c) for “section 234ZZA(5)” substitute “Article 242ZZA(5)”,

(d) for “paragraph” substitute “subparagraph”,

(e) for “subsections (2A) to (2E)” substitute “paragraphs (2A) to (2E)”.

Section 10 Transitional provisions and savings

Section 1297 of the Companies Act 2006 (continuity of the law) has effect as if, for the purpose of section 1297(1), the Interim Regulations were an enactment repealed and re-enacted by that Act.

Section 11 Transitional provisions and savings

(1) Nothing in this Order affects the application of any provision of the 1985 Act or the 1986 Order as applied by the Limited Liability Partnerships Regulations 2001 or the Limited Liability Partnerships Regulations (Northern Ireland) 2004 to limited liability partnerships.

(2) The repeal of section 723C(1)(a) of the 1985 Act by section 1295 of and Schedule 16 to the Companies Act 2006, brought into force by article 7(a) of the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006 , does not apply to the application of the said section 723C(1)(a) to limited liability partnerships by the Limited Liability Partnerships (No. 2) Regulations 2002 .

Section 1 The Companies Acts

(1) Section 2 (the Companies Acts) has effect with the following adaptation.

(2) For subsection (1)(c) substitute—

(c) the provisions of the Companies Acts as defined in section 744 of the Companies Act 1985, and the Companies Orders as defined in Article 2(3) of the Companies (Northern Ireland) Order 1986, that remain in force.

Section 2 Takeovers etc

(1) Section 943 (power of Takeover Panel to make rules) has effect with the following adaptation.

(2) For subsection (6) substitute—

(6) Section 735(1) of the Companies Act 1985 and Article 2(3) of the Companies (Northern Ireland) Order 1986 (meaning of “company”) do not apply for the purposes of this section.

Section 3 Takeovers etc

(1) Section 953 (failure to comply with rules about bid documentation) has effect with the following adaptation.

(2) For subsection (8) substitute—

(8) Section 735(1) of the Companies Act 1985 and Article 2(3) of the Companies (Northern Ireland) Order 1986 (meaning of “company”) do not apply for the purposes of this section.

Section 4 Takeovers etc

(1) Section 968 (consequences of opting-in in relation to contractual restrictions on voting rights) has effect with the following adaptation.

(2) In subsection (4), at the end add “A “written resolution” means a resolution in writing agreed to in accordance with sections 381A to 381C of the Companies Act 1985 , or Articles 389A to 389C of the Companies (Northern Ireland) Order 1986 , or in accordance with the company’s articles.”.

Section 5 Service of documents on a company

(1) Section 1139 has effect with the following adaptation.

(2) In subsection (1) for “under this Act” substitute “under the Companies Act 1985 or the Companies (Northern Ireland) Order 1986”.

Section 1 The 1985 Act

In section 162D(3) of the 1985 Act for “section 429” substitute “section 979 of the Companies Act 2006” .

Section 2 The 1986 Order

In article 172D(3) of the 1986 Order for “Article 422” substitute “section 979 of the Companies Act 2006” .

Section 3 The Income Tax (Earnings and Pensions) Act 2003

In paragraph 37(6) of Schedule 3 to the Income Tax (Earnings and Pensions) Act 2003 (exercise of options: company events) for paragraphs (a) and (b) substitute “sections 979 to 982 of the Companies Act 2006 (takeover offers: right of offeror to buy out minority shareholder)”.

Section 4 The Companies (Forms) (Amendment) Regulations 1987

(1) The Companies (Forms) (Amendment) Regulations 1987 are amended as follows.

(2) In regulation 4(1) for “sections 429(4) and 430A(3) of the Companies Act 1985” substitute “sections 980(1) and 984(3) of the Companies Act 2006”.

(3) At the end of regulation 4 insert—

(5) “the Gazette” has the meaning in section 1173 of the Companies Act 2006.

(4) In regulation 5(2) for “429(4), 429dec and 430A” substitute “980(1), 980dec and 984”.

Section 5 The Companies (Forms) (Amendment) Regulations 1987

(1) Part 2 of Schedule 2 to those Regulations is amended as follows.

(2) In Companies Form 429(4)—

(a) in the title, for “429(4)” substitute “980(1)”;

(b) for “section 429(4) of the Companies Act 1985 as inserted by Schedule 12 to the Financial Services Act 1986” substitute “section 980(1) of the Companies Act 2006”;

(c) for the sentence commencing “The offeror(s) has/have within 4 months …” substitute “The offeror(s) has/have, within the relevant time period specified in section 980(2) of the Companies Act 2006, satisfied the conditions contained in subsection (2) or (4) of section 979 of that Act.”;

(d) for “section 429 of the Companies Act 1985” substitute “section 979 of the Companies Act 2006”; and

(e) for “section 430C of the Companies Act 1985” substitute “section 986 of the Companies Act 2006”.

(3) In Companies Form 429dec—

(a) in the title, for “429dec” substitute “980dec”; and

(b) for “section 429(4) of the Companies Act 1985 as inserted by Schedule 12 to the Financial Services Act 1986” substitute “section 980(4) of the Companies Act 2006”.

(4) In Companies Form 430(A)—

(a) in the title, for “430(A)” substitute “984”;

(b) for “section 430A(3) of the Companies Act 1985 as inserted by Schedule 12 to the Financial Services Act 1986” substitute “section 984(3) of the Companies Act 2006”;

(c) for the sentence commencing “On … the offeror(s) had acquired” substitute “On … the offeror(s) had satisfied the conditions in section 983(2), (3) or (4) of the Companies Act 2006.”;

(d) for the sentence commencing “You have until …” substitute “You have until … (the time specified in section 984(2) of the Companies Act 2006) to advise the offeror(s) in writing at (state address of offeror) … if you require him/them to acquire your shares and if so, on what terms.”; and

(e) for “section 430C of the Companies Act 1985” substitute “section 986 of the Companies Act 2006”.

Section 6 The Companies (Forms) (Amendment No. 3) Regulations (Northern Ireland) 1991

(1) The Companies (Forms) (Amendment No. 3) Regulations (Northern Ireland) 1991 are amended as follows.

(2) In regulation 4(1) for “Articles 422(4) and 423A” substitute “sections 980(1) and 984(3) of the Companies Act 2006”.

(3) At the end of regulation 4 insert—

(5) “the Gazette” has the meaning in section 1173 of the Companies Act 2006.

(4) In regulation 5(2) for “422(4)” substitute “980(1)”, for “422dec” substitute “980dec” and for “423A” and “423A(3)” substitute “984”.

Section 7 The Companies (Forms) (Amendment No. 3) Regulations (Northern Ireland) 1991

(1) Part 2 of Schedule 2 to those Regulations is amended as follows.

(2) In Companies Form 422(4)—

(a) in the title, for “422(4)” substitute “980(1)”;

(b) for “Article 422(4) of the Companies (Northern Ireland) Order 1986 as inserted by Article 26 of the Companies (Northern Ireland) Order 1989” substitute “section 980(1) of the Companies Act 2006”;

(c) for the sentence commencing “The offeror(s) has/have within 4 months …” substitute “The offeror(s) has/have, within the relevant time period specified in section 980(2) of the Companies Act 2006, satisfied the conditions contained in subsection (2) or (4) of section 979 of that Act.”;

(d) for “Article 422(4) of the Companies (Northern Ireland) Order 1986” substitute “section 979 of the Companies Act 2006”; and

(e) for “Article 423C of the Companies (Northern Ireland) Order 1986” substitute “section 986 of the Companies Act 2006”.

(3) In Companies Form 422dec—

(a) in the title, for “422dec” substitute “980dec”; and

(b) for “Article 422(4) of the Companies (Northern Ireland) Order 1986 as inserted by Article 26 of the Companies (Northern Ireland) Order 1989” substitute “section 980(4) of the Companies Act 2006”.

(4) In Companies Form 423A—

(a) in the title, for “423A” substitute “984”;

(b) for “Article 423A(3) of the Companies (Northern Ireland) Order 1986 as inserted by Article 26 of the Companies (Northern Ireland) Order 1989” substitute “section 984(3) of the Companies Act 2006”;

(c) for the sentence commencing “On … the offeror(s) had acquired” substitute “On … the offeror(s) had satisfied the conditions in section 983(2), (3) or (4) of the Companies Act 2006.”;

(d) for the sentence commencing “You have until …” substitute “You have until … (the time specified in section 984(2) of the Companies Act 2006) to advise the offeror(s) in writing at (state address of offeror) …if you require him/them to acquire your shares and, if so, on what terms.”; and

(e) for “Article 423C of the Companies (Northern Ireland) Order 1986” substitute “section 986 of the Companies Act 2006”.

Section 8 The Financial Services and Markets Act 2000 (Regulated Activities) Order 2001

(1) Article 48(2)(b) of the Financial Services and Markets Act 2000 (Regulated Activities) Order 2001 (instructions in connection with takeover offers) is amended as follows.

(2) For “section 428(1) of the Companies Act 1985” substitute “section 974 of the Companies Act 2006”.

(3) For “Part XIIIA” substitute “Chapter 3 of Part 28”.

(4) For “section 430E of the Companies Act 1985” substitute “section 988 of the Companies Act 2006”.

Section 9 The Uncertificated Securities Regulations 2001

(1) Regulation 42 of the Uncertificated Securities Regulations 2001 (notices to minority shareholders) is amended as follows.

(2) In paragraph (1)—

(a) for “section 429 of the 1985 Act” substitute “section 979 of the Companies Act 2006”;

(b) for “section 430(6)” substitute “section 981(7)”.

(3) In paragraph (2)—

(a) for “section 430(5)(a) of the 1985 Act” substitute “section 981(6)(a) of the Companies Act 2006”; and

(b) for “section 429” substitute “section 979”.

(4) In paragraph (5), for “section 430(5)(a) of the 1985 Act” substitute “section 981(6)(a) of the Companies Act 2006”.

(5) In paragraph (7)—

(a) for “section 429 of the 1985 Act” substitute “section 979 of the Companies Act 2006”; and

(b) for “section 430(6)” substitute “section 981(7)”.

(6) In paragraph (8)—

(a) for “section 430(5)(a) of the 1985 Act” substitute “section 981(6)(a) of the Companies Act 2006”; and

(b) for “section 429” substitute “section 979”.

(7) In paragraph (13)—

(a) in sub-paragraph (a) for the words from “given” to the end substitute “in section 991(1) of the Companies Act 2006;”;

(b) in sub-paragraph (b), for “section 430(5)(a) of the 1985 Act” substitute “section 981(6)(a) of the Companies Act 2006”; and

(c) in sub-paragraph (c), for “section 429 of the 1985 Act” substitute “section 979 of the Companies Act 2006”.

(8) In paragraph (14), for the words “section 430D(5) of the 1985 Act to section 430(6)” substitute “section 987(8) of the Companies Act 2006 to section 981(7)”.

Section 10 The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005

In paragraph 26 of Schedule 4 to the Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 for the words “Part XIIIA of the 1985 Act or articles 421 or 423 of the 1986 Order” substitute “Chapter 3 of Part 28 of the Companies Act 2006 (c.46) ”.

Section 1

In section 26 (community interest companies), in subsection (3)(a) for “a charity” substitute “an English charity or a Northern Ireland charity”.

Section 2

In section 32 (memorandum and articles)—

(a) in subsection (2), for “Section 7(1) of the Companies Act 1985” substitute “Section 7(1) of the 1985 Act or Article 18(1) of the 1986 Order”;

(b) in subsection (6), for “section 4 of the Companies Act 1985” substitute “section 4 of the 1985 Act or Article 15 of the 1986 Order”.

Section 3

In section 33 (names), in subsection (5) for “Section 25 of the Companies Act 1985” substitute “Section 25 of the 1985 Act or Article 35 of the 1986 Order”.

Section 4

In section 34 (community interest company reports)—

(a) in subsection (2), for “Section 242(1) of the Companies Act 1985” substitute “Section 242(1) of the 1985 Act or Article 250(1) of the 1986 Order”;

(b) in subsection (3)(c) for “the Companies Act 1985” substitute “the 1985 Act or the 1986 Order”.

Section 5

In section 35(5) (definition of “community”) for “Great Britain” substitute “the United Kingdom”.

Section 6

In section 36 (new companies)—

(a) in subsections (1) and (5)(b), for “section 10 of the Companies Act 1985” substitute “section 10 of the 1985 Act or Article 21 of the 1986 Order”;

(b) in subsection (7), for “section 12 of the Companies Act 1985” substitute “section 12 of the 1985 Act or Article 23 of the 1986 Order”;

(c) in subsection (8), for “section 13 of the Companies Act 1985” substitute “section 13 of the 1985 Act or Article 24 of the 1986 Order”.

Section 7

In section 37 (existing companies: requirements)—

(a) in subsection (1)(b) for “the Companies Act 1985” substitute “the 1985 Act or the 1986 Order”;

(b) in subsection (2) for “Section 380(1) of the Companies Act 1985” substitute “Section 380(1) of the 1985 Act or Article 388(1) of the 1986 Order”;

(c) in the opening words of subsection (3), for “section 4 or 17 of the Companies Act 1985” substitute “section 4 or 17 of the 1985 Act or Article 15 or 28 of the 1986 Order”;

(d) in subsection (3)(b), for “section 380(1)” substitute “section 380(1) of the 1985 Act or Article 388(1) of the 1986 Order”;

(e) in subsection (4)—

(i) for “section 5 of the Companies Act 1985” substitute “section 5 of the 1985 Act or Article 16 of the 1986 Order”, and

(ii) omit “under section 4 or 17”;

(f) in subsection (5), for “section 5 of that Act” substitute “section 5 of the 1985 Act or Article 16 of the 1986 Order”.

Section 8

In section 38 (existing companies: decisions etc), in subsections (6) and (8) for “section 28(6) of the Companies Act 1985” substitute “section 28(6) of the 1985 Act or Article 38(6) of the 1986 Order”.

Section 9

In section 39 (existing companies: charities)—

(a) in the heading, before “charities” insert “English”;

(b) for “charitable company”, wherever occurring, substitute “company that is an English charity”;

(c) in subsection (2), for “the Companies Act 1985” substitute “the 1985 Act”;

(d) omit subsection (4).

Section 10

In section 40 (existing companies: Scottish charities)—

(a) for “Scottish charitable company”, wherever occurring, substitute “company that is a Scottish charity”;

(b) in subsections (2) and (5), for “the Companies Act 1985” substitute “the 1985 Act”;

(c) omit subsection (8).

Section 11

After section 40 insert—

Existing companies: Northern Ireland charities

(40A)

(1) A company that is a Northern Ireland charity may not become a community interest company.

(2) If a company that is a Northern Ireland charity purports by special resolution to change its name to comply with section 33, the Commissioners of Her Majesty’s Revenue and Customs may apply to the High Court for an order quashing any altered certificate of incorporation under Article 38(6) of the 1986 Order.

Section 12

In section 43 (audit)—

(a) in subsection (2), after “section 25 of the Companies Act 1989” insert “or Article 28 of the Companies (Northern Ireland) Order 1990”;

(b) in subsection (3)—

(i) for “Sections 389A and 389B of the Companies Act 1985” substitute “Sections 389A and 389B of the 1985 Act or Articles 397A and 397B of the 1986 Order”, and

(ii) for “Chapter 5 of Part 11 of that Act” substitute “Chapter 5 of Part 11 of the 1985 Act or Chapter 5 of Part 12 of the 1986 Order”.

Section 13

In section 45 (appointment of director)—

(a) in subsection (8), for “section 288(2) of the Companies Act 1985” substitute “section 288(2) of the 1985 Act or Article 296(2) of the 1986 Order”;

(b) in subsection (9) after “section 288(2)” insert “or Article 296(2)”.

Section 14

In section 46 (removal of director)—

(a) in subsection (10)(a), after “England and Wales” insert “or Northern Ireland”;

(b) in subsection (12), for “section 288(2) of the Companies Act 1985” substitute “section 288(2) of the 1985 Act or Article 296(2) of the 1986 Order”.

Section 15

In section 47 (appointment of manager), in subsection (6)(a) after “section 51 of the Insolvency Act 1986” insert “(power to appoint receiver under law of Scotland)”.

Section 16

In section 48 (property), in subsection (10) for the words following “may be instituted” substitute—

—

(a) in England and Wales, only with the consent of the Regulator or the Director of Public Prosecutions;

(b) in Northern Ireland, only with the consent of the Regulator or the Director of Public Prosecutions for Northern Ireland.

Section 17

In section 51 (dissolution and striking off)—

(a) in subsection (1), for “section 651 of the Companies Act 1985” substitute “section 651 of the 1985 Act or Article 602 of the 1986 Order”;

(b) in subsection (2)—

(i) for “section 652 of the Companies Act 1985” substitute “section 652 of the 1985 Act or Article 603 of the 1986 Order”, and

(ii) for “section 653(2) of that Act” substitute “section 653(2) of the 1985 Act or Article 604(2) of the 1986 Order”;

(c) in subsection (3)—

(i) for “section 652A of the Companies Act 1985” substitute “section 652A of the 1985 Act or Article 603A of the 1986 Order”, and

(ii) for “section 652B(6) of that Act” substitute “section 652B(6) of the 1985 Act or Article 603B(6) of the 1986 Order”.

Section 18

In section 52 (re-registration)—

(a) in subsection (1), for “section 49 of the Companies Act 1985” substitute “section 49 of the 1985 Act or Article 59 of the 1986 Order”;

(b) in subsection (2)—

(i) for “section 43 of the Companies Act 1985” substitute “section 43 of the 1985 Act or Article 53 of the 1986 Order”,

(ii) for “section 53 of that Act” substitute “section 53 of the 1985 Act or Article 63 of the 1986 Order”, and

(iii) for “section 47(1)(b) or 55(1)(b) of that Act” substitute “section 47(1)(b) or 55(1)(b) of the 1985 Act or Article 57(1)(b) or 65(1)(b) of the 1986 Order”.

Section 19

(1) Section 54 (becoming a charity or a Scottish charity: requirements) is amended as follows.

(2) In the heading and in the opening words of subsection (1), omit “or a Scottish charity”.

(3) In subsection (1)(b), for “the Companies Act 1985” substitute “the 1985 Act or the 1986 Order”.

(4) In subsection (2), for “Section 380(1) of the Companies Act 1985” substitute “section 380(1) of the 1985 Act or Article 388(1) of the 1986 Order”.

(5) In subsection (3)—

(a) in the opening words, for “section 4 or 17 of the Companies Act 1985” substitute “section 4 or 17 of the 1985 Act or Article 15 or 28 of the 1986 Order”, and

(b) in paragraph (b), for “section 380(1)” substitute “section 380(1) of the 1985 Act or Article 388(1) of the 1986 Order”.

(6) In subsection (4)—

(a) for “section 5 of the Companies Act 1985” substitute “section 5 of the 1985 Act or Article 16 of the 1986 Order”, and

(b) omit “under section 4 or 17”.

(7) In subsection (5), for “section 5 of that Act” substitute “section 5 of the 1985 Act or Article 16 of the 1986 Order”.

(8) In subsection (6), for paragraph (b) substitute—

(b) the statement required by subsection (7), (8) or (8A).

(9) For subsections (7) and (8) substitute—

(7) The statement required where the company is to become an English charity is a statement by the Charity Commissioners that, in their opinion, if the special resolutions take effect and the company ceases to be a community interest company, the company will be an English charity and will not be an exempt charity.

“Exempt charity” here has the same meaning as in the Charities Act 1993 (see section 96 of that Act).

(8) The statement required where the company is to become a Scottish charity is a statement by the Scottish Charity Regulator that, if the special resolutions take effect and the company ceases to be a community interest company, the company will be entered in the Scottish Charity Register.

(10) After subsection (8) insert—

(8A) The statement required where the company is to become a Northern Ireland charity is a statement by the Commissioners of Her Majesty’s Revenue and Customs that the company has claimed exemption under section 505(1) of the Income and Corporation Taxes Act 1988 .

(11) Omit subsection (9).

Section 20

In section 55 (becoming a charity or a Scottish charity: decisions etc)—

(a) in the heading, omit “or a Scottish charity”;

(b) in subsection (6), for “section 28(6) of the Companies Act 1985” substitute “section 28(6) of the 1985 Act or Article 38(6) of the 1986 Order”.

Section 21

In section 56 (becoming an industrial and provident society), in subsection (1) after “section 53 of the Industrial and Provident Societies Act 1965 ” insert “or section 62 of the Industrial and Provident Societies Act (Northern Ireland) 1969 ”.

Section 22

In section 58 (extension of provisions about registrar etc)—

(a) for “Part 24 of the Companies Act 1985” substitute “Part 24 of the 1985 Act or Part 24 of the 1986 Order”, and

(b) for “Part 25 of that Act” substitute “Part 25 of the 1985 Act or Part 25 of the 1986 Order”.

Section 23

In section 59 (information), in subsection (9) for the words following “may be instituted” substitute—

—

(a) in England and Wales, only with the consent of the Regulator or the Director of Public Prosecutions;

(b) in Northern Ireland, only with the consent of the Regulator or the Director of Public Prosecutions for Northern Ireland.

Section 24

(1) In section 63 (interpretation), subsection (1) is amended as follows.

(2) In the definition of “administrative receiver”, for the words following “has the meaning given” substitute—

—

(a) in England and Wales or Scotland, by section 251 of the Insolvency Act 1986, and

(b) in Northern Ireland, by Article 5 of the Insolvency (Northern Ireland) Order 1989 ;

(3) For the definition of “charity” substitute—

“charity” means an English charity, a Scottish charity or a Northern Ireland charity, as defined below;

(4) In the appropriate places insert—

“the Gazette” has the meaning given by section 1173 of the Companies Act 2006;

“English charity” means a charity within the meaning of the Charities Act 1993 (see section 96 of that Act);

“Northern Ireland charity” means a charity within the meaning of the Charities Act (Northern Ireland) 1964 (see section 35 of that Act);

“the 1985 Act” means the Companies Act 1985;

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

(5) For subsection (2) of that section substitute—

(2) In England and Wales or Scotland, any expression used in this Part and in the 1985 Act has the same meaning in this Part as in that Act.

(3) In Northern Ireland, any expression used in this Part and in the 1986 Order has the same meaning in this Part as in that Order.