The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007

• Citation: S.I. 2007/2194
• Sections: 196

Section 1 Citation, interpretation and coming into force

(1) This Order may be cited as the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007.

(2) In this Order—

“the 1985 Act ” means the Companies Act 1985 ; and

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

(3) The provisions of this Order come into force as follows—

(a) articles 1, 2, 8, 10 and 11 and Schedules 2, 4 and 5 come into force on 1st October 2007;

(b) article 3 comes into force on 1st November 2007;

(c) article 4 comes into force on 15th December 2007;

(d) article 5 comes into force on 1st October 2008;

(e) other provisions of this Order come into force on the same date as the provisions (or repeals) in relation to which they apply.

Section 2 Provisions of the Companies Act 2006 coming into force on 1st October 2007

(1) The following provisions of the Companies Act 2006 come into force on 1st October 2007—

(a) sections 29 and 30 (resolutions and agreements affecting a company’s constitution);

(b) sections 116 to 119 (inspection of register of members);

(c) sections 145 to 153 (exercise of members’ rights);

(d) in Part 10 (a company’s directors)—

section 154 (companies required to have directors);

section 160 (appointment of directors of public company to be voted on individually);

section 161 (validity of acts of directors);

sections 168 and 169 (removal of directors);

sections 170 to 181 (general duties of directors), except sections 175 to 177 (duty to avoid conflicts of interest, duty not to accept benefits from third parties and duty to declare interest in proposed transaction or arrangement);

sections 188 to 226 (transactions with directors requiring approval of members);

sections 227 to 230 (directors’ service contracts);

section 231 (contract with sole member who is also a director);

sections 232 to 239 (directors’ liabilities);

sections 247 to 259 (supplementary provisions);

(e) sections 260 to 269 (derivative claims and proceedings by members);

(f) in Part 13 (resolutions and meetings)—

sections 281 to 287 (general provisions about resolutions);

sections 288 to 300 (written resolutions);

sections 301 to 307, 310 to 326, 327(1), (2)(a) and (b) and (3), 328, 329, 330(1) to (5), (6)(a) and (b) and (7), 331, 332, 334 and 335 (resolutions at meetings);

sections 336 to 340 (public companies: additional requirements for AGMs);

sections 341 to 354 (additional requirements for quoted companies);

sections 355 to 359 (records of resolutions and meetings);

sections 360 and 361 (supplementary provisions);

(g) section 417 (contents of directors’ report: business review);

(h) sections 485 to 488 (appointment of auditors of private companies);

(i) section 993 (fraudulent trading);

(j) sections 994 to 999 (protection of members against unfair prejudice);

(k) sections 1035 to 1039 and 1124 and Schedule 3 (company investigations: amendments);

(l) sections 1121 to 1123 and 1125 to 1133 (general supplementary provisions relating to offences), as they apply to offences under Part 14 or 15 of the 1985 Act.

(2) Sections 362 to 379 of the Companies Act 2006 (control of political donations and expenditure), with the exception of the provisions specified in article 5 of this Order (which relate to independent election candidates), come into force in Great Britain on 1st October 2007.

(3) The following provisions of the Companies Act 2006 come into force on 1st October 2007 so far as necessary for the purposes of the provisions mentioned in paragraphs (1) and (2)—

(a) section 17 (a company’s constitution);

(b) section 385 (quoted and unquoted companies);

(c) section 540(1) and (4) (shares);

(d) section 545 (companies having a share capital);

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

(f) section 548 (equity share capital);

(g) section 629 (classes of shares);

(h) sections 1121, 1122, 1125 and 1127 to 1133 (provisions relating to offences);

(i) section 1158 (meaning of “UK-registered company”);

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

(k) in section 1173 (minor definitions: general), the definitions of “body corporate” (and “corporation”), “firm” and “working day”.

(4) Section 1284 of the Companies Act 2006 (extension of Companies Acts to Northern Ireland) comes into force on 1st October 2007 so far as necessary for the purposes of the provisions mentioned in paragraph (1)(a) to (j).

Section 3 Provisions of the Companies Act 2006 coming into force on 1st November 2007

(1) Sections 362 to 379 of the Companies Act 2006 (control of political donations and expenditure), with the exception of the provisions specified in article 5 of this Order (which relate to independent election candidates), come into force in Northern Ireland on 1st November 2007.

(2) The following provisions of the Companies Act 2006 come into force on 1st November 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 1158 (meaning of “UK-registered company”);

(c) in section 1173 (minor definitions: general), the definition of “body corporate”; and

(d) section 1284 (extension of Companies Acts to Northern Ireland).

Section 4 Provisions of the Companies Act 2006 coming into force on 15th December 2007

(1) Section 1068 of the Companies Act 2006 (registrar’s requirements as to form, authentication and manner of delivery), other than subsection (5) (which is already wholly in force ), comes into force on 15th December 2007 so far as necessary for the purposes of any regulations made before that date in implementation of Directive 2005/56/ EC of the European Parliament and of the Council of 26th October 2005 on cross-border mergers of limited liability companies .

(2) The following provisions of the Companies Act 2006 come into force on 15th December 2007 so far as necessary for the purposes of the provisions mentioned in paragraph (1)—

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

(b) section 1284 (extension of Companies Acts to Northern Ireland).

Section 5 Provisions of the Companies Act 2006 coming into force on 1st October 2008

(1) The following provisions of the Companies Act 2006 (which have the effect of applying the provisions about control of political donations and expenditure to independent election candidates) come into force on 1st October 2008—

(a) in section 362(a), the words “and to independent election candidates”;

(b) in section 363(2)(a), the words “or an independent election candidate to whom”;

(c) section 363(3);

(d) in section 363(4), the words “or independent election candidate” and “independent candidate”;

(e) section 364(3);

(f) in section 365(1)(a) and (b)(i), the words “or an independent election candidate”;

(g) in section 366(1)(a), the words “or to an independent election candidate”;

(h) in section 367(3)(a), the words “or independent election candidates”;

(i) in section 378(2), the words “or to an independent election candidate”.

(2) Section 1284 of the Companies Act 2006 (extension of Companies Acts to Northern Ireland) comes into force on 1st October 2008 so far as necessary for the purposes of the provisions mentioned in paragraph (1).

Section 6 Transitional adaptations of provisions brought into force

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

Section 7 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 8 Repeals

Sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006 (repeals) come into force on 1st October 2007 so far as relating to the repeal of the provisions specified in Schedule 2 to this Order.

Section 9 Transitional provisions and savings

Schedule 3 to this Order contains transitional provisions and savings relating to the provisions (and repeals) brought into force by this Order.

Section 10 Consequential amendments and repeals

(1) The consequential amendments in Schedule 4 to this Order have effect.

(2) In that Schedule—

Part 1 contains amendments of provisions of the 1985 Act,

Part 2 contains amendments of the 1986 Order, and

Part 3 contains amendments of other enactments and instruments.

(3) The consequential repeals in Schedule 5 to this Order have effect.

Section 11 Revocation of spent transitional adaptations

The following provisions (which make transitional adaptations that are no longer needed as a result of this Order) are revoked—

(a) in Schedule 1 to the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006 , paragraphs 12(2) and 16;

(b) in Schedule 1 to the Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 , paragraph 4.

Section 12 General savings

(1) The amendments and repeals made by this Order do not affect the operation of section 1297 of the Companies Act 2006 (continuity of the law).

(2) Nothing in this Order affects 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.

Section 1 A company’s constitution (s.17)

(1) Section 17 (a company’s constitution) has effect with the following adaptation.

(2) Make the existing provision subsection (1).

(3) After that subsection insert—

(2) Unless the context otherwise requires, references in this Act to a company’s articles (including the reference in subsection (1) above) include the company’s memorandum.

Section 2 Inspection of register of members (s.116)

(1) Section 116 (rights to inspect and require copies of register and index of members’ names) has effect with the following adaptation.

(2) After subsection (1) (right of inspection) insert—

(1A) The right conferred by subsection (1) is not exercisable when the register is closed under section 358 of the Companies Act 1985 or Article 366 of the Companies (Northern Ireland) Order 1986.

Section 3 Exercise of members’ rights (ss.145 to 153)

(1) Section 145 (effect of provision of articles as to enjoyment or exercise of members’ rights) has effect with the following adaptation.

(2) In subsection (3)(h), for “section 423 (right to be sent a copy of annual accounts and reports)” substitute “section 238 of the Companies Act 1985 or Article 246 of the Companies (Northern Ireland) Order 1986 (persons entitled to receive copies of accounts and reports).”.

Section 4 Exercise of members’ rights (ss.145 to 153)

(1) Section 146 (traded companies: nomination of persons to enjoy information rights) has effect with the following adaptations.

(2) In subsection (3)(b)(i), for “section 431 or 432 (right to require copies of accounts and reports),” substitute “section 239 of the Companies Act 1985 or Article 247 of the Companies (Northern Ireland) Order 1986 (right to demand copies of accounts and annual reports),”.

(3) For the second sentence of subsection (4) substitute “Section 251 of the Companies Act 1985 or Article 259 of the Companies (Northern Ireland) Order 1986 (summary financial statements) applies to copies of accounts and reports required to be sent out by virtue of this section to a person nominated to enjoy information rights as it applies to copies of accounts and reports required to be sent out to a member of the company in accordance with section 238 of that Act or Article 246 of that Order.”.

Section 5 Exercise of members’ rights (ss.145 to 153)

(1) Section 153(1) (exercise of rights held on behalf of others: members’ requests) has effect with the following adaptation.

(2) Omit paragraph (d).

Section 6 General duties of directors (ss.170 to 181)

(1) Section 170 (scope and nature of general duties) has effect with the following adaptations.

(2) In subsection (1), for “177” substitute “174”.

(3) Omit subsection (2).

(4) In subsection (3) after “The general duties” insert “in sections 171 to 174”.

Section 7 General duties of directors (ss.170 to 181)

(1) Section 178 (civil consequences of breach of general duties) has effect with the following adaptation.

(2) In subsection (1), for “177” substitute “174”.

Section 8 General duties of directors (ss.170 to 181)

(1) Section 180 (consent, approval or authorisation by members) has effect with the following adaptations.

(2) Omit subsection (1).

(3) In subsection (2), omit the words from “, except that” to the end.

(4) In subsection (4), omit paragraph (b).

Section 9 General duties of directors (ss.170 to 181)

(1) Section 181 (modification of provisions in relation to charitable companies) has effect with the following modifications.

(2) Omit subsections (2) and (3).

Section 10 Transactions with directors requiring approval of members (ss.188 to 226)

(1) Section 191 (meaning of “substantial” non-cash asset) has effect with the following adaptations.

(2) In subsection (4)—

(a) for “Part 15” substitute “Part 7 of the Companies Act 1985 or Part 8 of the Companies (Northern Ireland) Order 1986”, and

(b) for “section 424” substitute “section 238A of that Act or Article 246A of that Order”.

Section 11 Transactions with directors requiring approval of members (ss.188 to 226)

(1) Section 205 (exception for expenditure on defending proceedings etc ) has effect with the following adaptation.

(2) In subsection (5), for the words from “section 661(3)” to the end substitute—

section 144(3) or (4) of the Companies Act 1985 or Article 154(3) or (4) of the Companies (Northern Ireland) Order 1986 (acquisition of shares by innocent nominee), or

section 727 of the Companies Act 1985 or Article 675 of the Companies (Northern Ireland) Order 1986 (general power to grant relief in case of honest and reasonable conduct).

Section 12 Directors’ liabilities (ss.232 to 239)

(1) Section 234 (qualifying third party indemnity provision) has effect with the following adaptation.

(2) In subsection (6), for the words from “section 661(3)” to the end substitute—

section 144(3) or (4) of the Companies Act 1985 or Article 154(3) or (4) of the Companies (Northern Ireland) Order 1986 (acquisition of shares by innocent nominee), or

section 727 of the Companies Act 1985 or Article 675 of the Companies (Northern Ireland) Order 1986 (general power to grant relief in case of honest and reasonable conduct).

Section 13 Written resolutions (ss.288 to 300)

(1) Section 288 (written resolutions of private companies) has effect with the following adaptations.

(2) In subsection (2) (resolutions that may not be passed as a written resolution)—

(a) in paragraph (b), for “a resolution under section 510” substitute “a resolution under section 391 of the Companies Act 1985 or Article 399 of the Companies (Northern Ireland) Order 1986”;

(b) after that paragraph add—

(c) a resolution under section 80A of the Companies Act 1985 or Article 90A of the Companies (Northern Ireland) Order 1986 revoking, varying or renewing the authority of the directors to allot securities.

(3) After subsection (5) add—

(6) A written resolution under any of the provisions of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 mentioned in sections 300A to 300D is not effective unless the procedural requirements specified in those sections are complied with.

(4) After section 300 insert—

Transitional application of procedural requirements

Disapplication of pre-emption rights

(300A)

(1) This section applies to a written resolution—

(a) under section 95(2) of the Companies Act 1985 or Article 105(2) of the Companies (Northern Ireland) Order 1986 (disapplication of pre-emption rights), or

(b) renewing a resolution under that provision.

(2) The statement required by section 95(5) of that Act or Article 105(5) of that Order (statement by directors to be circulated with notice of meeting) must be sent or submitted to every eligible member at or before the time at which the resolution is sent or submitted to him.

(3) Section 95(6) of that Act or Article 105(6) of that Order (offences) applies in relation to the inclusion in any such statement of matter that is misleading, false or deceptive in a material particular.

Financial assistance for purchase of company’s own shares or those of holding company

(300B)

(1) This section applies to a written resolution under section 155(4) or (5) of the Companies Act 1985 or Article 165(4) or (5) of the Companies (Northern Ireland) Order 1986 (financial assistance for purchase of company’s own shares or those of holding company).

(2) The documents referred to in section 157(4)(a) of that Act or Article 167(4)(a) of that Order (documents to be available at meeting) must be sent or submitted to every eligible member at or before the time at which the resolution is sent or submitted to him.

Authority for off-market purchase or contingent purchase contract of company’s own shares

(300C)

(1) This section applies to a written resolution—

(a) conferring authority to make an off-market purchase of the company’s own shares under section 164(2) of the Companies Act 1985 or Article 174(2) of the Companies (Northern Ireland) Order 1986,

(b) conferring authority to vary a contract for an off-market purchase of the company’s own shares under section 164(7) of that Act or Article 174(7) of that Order, or

(c) varying, revoking or renewing any such authority under section 164(3) of that Act or Article 174(3) of that Order.

(2) Section 164(5) of that Act or Article 174(5) of that Order (resolution ineffective if passed by exercise of voting rights by member holding shares to which the resolution relates) does not apply.

But for the purposes of section 289 of this Act (eligible members) a member holding shares to which the resolution relates shall not be regarded as a member who would be entitled to vote on the resolution.

(3) The documents referred to in section 164(6) of that Act or Article 174(6) of that Order (documents to be available at company’s registered office and at meeting), and, where that provision applies by virtue of section 164(7) of that Act or Article 174(7) of that Order, the further documents referred to in that provision, must be sent or submitted to every eligible member at or before the time at which the resolution is sent or submitted to him.

(4) Subsections (2) and (3) above also have effect in relation to a written resolution in relation to which the provisions of section 164(3) to (7) of the Companies Act 1985 or Article 174(3) to (7) of the Companies (Northern Ireland) Order 1986 apply by virtue of—

(a) section 165(2) of that Act or Article 175(2) of that Order (authority for contingent purchase contract), or

(b) section 167(2) of that Act or Article 177(2) of that Order (approval for release of rights under contracts approved under section 164 or 165 or Article 174 or 175).

Approval for payment out of capital

(300D)

(1) This section applies to a written resolution giving approval under section 173(2) of the Companies Act 1985 or Article 183(2) of the Companies (Northern Ireland) Order 1986 (redemption or purchase of company’s own shares out of capital).

(2) Section 174(2) of that Act or Article 184(2) of that Order (resolution ineffective if passed by exercise of voting rights by member holding shares to which the resolution relates) does not apply.

But for the purposes of section 289 of this Act (eligible members) a member holding shares to which the resolution relates shall not be regarded as a member who would be entitled to vote on the resolution.

(3) The documents referred to in section 174(4) of that Act or Article 184(4) of that Order (documents to be available at meeting) must be sent or submitted to every eligible member at or before the time at which the resolution is sent or submitted to him.

Section 14 Resolutions at meetings (ss.301 to 335)

(1) Section 306 (power of court to order meeting) has effect with the following adaptation.

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

Section 15 Public companies: additional requirements for AGMs (ss.336 to 340)

(1) Section 336 (public companies: annual general meeting) has effect with the following adaptations.

(2) In subsection (1), for “6 months” substitute “7 months”.

(3) In subsection (2), for “notice under section 392 (alteration of accounting reference date)” substitute “notice under section 225 of the Companies Act 1985 or Article 233 of the Companies (Northern Ireland) Order 1986 (alteration of accounting reference date)”.

Section 16 Contents of directors’ report: business review (s.417)

(1) Section 417 (contents of directors’ report: business review) has effect with the following adaptations.

(2) For subsection (1) substitute—

(1) Unless the company is entitled to small companies exemption in relation to the directors’ report, the report must contain a business review.

(1A) A company is entitled to small companies exemption in relation to the directors’ report for a financial year if it—

(a) qualifies as small in relation to that year under Part 7 of the Companies Act 1985 or Part 8 of the Companies (Northern Ireland) Order 1986, and

(b) is not, and was not at any time within that year, an ineligible company as defined in section 247A(1B) of that Act or Article 255A(1B) of that Order.

(3) For subsection (7) substitute—

(7) Where a company—

(a) qualifies as medium-sized in relation to a financial year under Part 7 of the Companies Act 1985 or Part 8 of the Companies (Northern Ireland) Order 1986, and

(b) is not, and was not at any time within that year, an ineligible company as defined in section 247A(1B) of that Act or Article255A(1B) of that Order,

the directors’ report for the year need not comply with the requirements of subsection (6) so far as they relate to non-financial information.

Section 17 Appointment of auditors of private company (ss.485 to 488)

(1) Section 485 (appointment of auditors of private companies: general) has effect with the following adaptations.

(2) For paragraph (a) of subsection (2) substitute—

(a) the end of the period allowed for delivering accounts and reports under section 244 of the Companies Act 1985 or Article 252 of the Companies (Northern Ireland) Order 1986, or

(3) In paragraph (b) of subsection (2), for “section 423” substitute “section 238 of the Companies Act 1985 or Article 246 of the Companies (Northern Ireland) Order 1986”.

Section 18 Appointment of auditors of private company (ss.485 to 488)

(1) Section 487 (term of office of auditors of private company) has effect with the following adaptation.

(2) In subsection (3) for “the provisions of this Part” substitute “the provisions of Chapter 5 of Part 11 of the Companies Act 1985 or Chapter 5 of Part 12 of the Companies (Northern Ireland) Order 1986”.

Section 19 Protection of members against unfair prejudice (ss.994 to 999)

(1) Section 994(3) (meaning of “company”) has effect with the following adaptation.

(2) For paragraph (a) substitute—

(a) a company within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986;

Section 20 Company investigations: amendments relating to offences (s.1124 and Sch.3)

(1) Schedule 3 (amendments of remaining provisions of the 1985 Act relating to offences) has effect with the following adaptations.

(2) Omit the words “or Northern Ireland” in the following provisions inserted in the 1985 Act—

(a) in the provision inserted by paragraph 1(2) as section 444(4)(b)(ii);

(b) in the provision inserted by paragraph 3(3) as section 449(6A)(b)(ii);

(c) in the provision inserted by paragraph 4(1) as section 450(3)(b)(ii);

(d) in the provision inserted by paragraph 5(1) as section 451(2)(b)(ii).

Section 21 Meaning of “UK-registered company” (s.1158)

(1) Section 1158 (meaning of “UK-registered company”) has effect with the following adaptations.

(2) For “a company registered under this Act” substitute “a company within the meaning of the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 or a company registered under section 680 of that Act or Article 629 of that Order.”.

(3) For “an overseas company that has registered particulars under section 1046” substitute “an oversea company within the meaning of that Act or a Part 23 company within the meaning of that Order”.

Section 1 Resolutions and agreements affecting a company’s constitution (ss.29 and 30)

(1) Sections 29 and 30 of the Companies Act 2006 (resolutions and agreements affecting a company’s constitution) apply to resolutions passed and agreements made on or after 1st October 2007.

(2) The provisions of section 380(1) and (5) of the 1985 Act or Article 388(1) and (5) of the 1986 Order continue to apply in relation to resolutions passed and agreements made, but not forwarded to the registrar, before that date.

This does not affect the operation of section 1297 of the Companies Act 2006 (continuity of the law) in relation to things done under those provisions.

Section 2 Inspection of register of members (ss.116 to 119)

(1) Sections 116 to 119 of the Companies Act 2006 (inspection of register of members) apply where—

(a) the request is made on or after 1st October 2007, and

(b) the company is not obliged to deliver an annual return under section 363 of the 1985 Act or Article 371 of the 1986 Order made up to a date before 1st October 2008.

(2) Sections 356 and 357 of the 1985 Act or Articles 364 and 365 of the 1986 Order continue to apply to requests made before 1st October 2007 or after that date to a company that is so obliged.

Section 3 Exercise of members’ rights (ss.145 to 153)

(1) Section 145 of the Companies Act 2006 (effect of provisions of articles as to enjoyment or exercise of members’ rights) applies in relation to things required or authorised to be done as mentioned in subsection (2) of that section on or after 1st October 2007.

(2) Nominations under section 146 of that Act (traded companies: nomination of persons to enjoy information rights) may be made at any time on or after 1st October 2007.

A company is not required to act on a nomination before 1st January 2008; but if it does so, sections 147 to 150 apply.

(3) Section 152 of that Act (exercise of rights where shares held on behalf of others: exercise in different ways) applies in relation to the exercise of rights on or after 1st October 2007.

(4) A request may be made under section 153 of that Act (exercise of rights where shares held on behalf of others: members’ requests) at any time on or after 1st October 2007.

Section 4 Validity of acts of directors (s.161)

(1) Section 161 of the Companies Act 2006 (validity of acts of directors) applies to acts done on or after 1st October 2007.

(2) Section 285 of the 1985 Act (validity of acts of director or manager) or Article 293 of the 1986 Order (validity of acts of director) continues to apply to acts done before that date.

Section 5 Removal of directors (ss.168 and 169)

(1) Section 169(5) of the Companies Act 2006 (circumstances in which representations need not be sent out or read out at the meeting) applies where the representations are received by the company on or after 1st October 2007.

(2) Section 304(4) of the 1985 Act or Article 312(4) of the 1986 Order continues to apply where the representations are received by the company before that date.

Section 6 Transactions requiring members’ approval: directors’ long-term service contracts (ss.188 and 189)

(1) Sections 188 and 189 of the Companies Act 2006 (directors’ long-term service contracts: requirement of members’ approval) apply to agreements made on or after 1st October 2007.

(2) A resolution passed before that date approving the provision made by such an agreement is effective for the purposes of those sections if it complies with the requirements of those sections.

(3) Section 188(4) (addition of unexpired period of earlier contract in determining guaranteed period under new contract) applies whether the original contract (within the meaning of that provision) was entered into before or after that date.

(4) Section 319 of the 1985 Act or Article 327 of the 1986 Order continues to apply to agreements made before that date.

Section 7 Transactions requiring members’ approval: substantial property transactions (ss.190 to 196)

(1) Sections 190 to 196 of the Companies Act 2006 (substantial property transactions: requirement of members’ approval) apply to arrangements or transactions entered into on or after 1st October 2007.

(2) A resolution passed before that date approving an arrangement or transaction is effective for the purposes of those sections if it complies with the requirements of those sections.

(3) Sections 320 to 322 of the 1985 Act or Articles 328 to 330 of the 1986 Order continue to apply in relation to arrangements or transactions entered into before that date.

Section 8 Transactions requiring members’ approval: loans, quasi-loans and credit transactions (ss.197 to 214)

(1) Sections 197 to 214 of the Companies Act 2006 (loans, quasi-loans and credit transactions: requirement of members’ approval) apply to transactions or arrangements entered into on or after 1st October 2007.

(2) A resolution passed before that date approving a transaction or arrangement is effective for the purposes of those sections if it complies with the requirements of those sections.

(3) Sections 330 to 342 of the 1985 Act or Articles 338 to 350 of the 1986 Order continue to apply in relation to a contravention occurring before that date.

Section 9 Transactions requiring members’ approval: loans, quasi-loans and credit transactions (ss.197 to 214)

Approval is not required under section 197, 198, 200 or 201 of the Companies Act 2006 (requirement of members’ approval for loans etc) for anything done by a company in pursuance of an agreement entered into before 1st October 2007 that, by virtue of section 337A of the 1985 Act or Article 345A of the 1986 Order (funding of director’s expenditure on defending proceedings), would not have required approval if done before that date.

Section 10 Transactions requiring members’ approval: loans, quasi-loans and credit transactions (ss.197 to 214)

(1) This paragraph applies where before 1st October 2007 a company has done anything—

(a) pursuant to section 337(1) or (2) of the 1985 Act or Article 345(1) or (2) of the 1986 Order (funding of director’s expenditure on duty to company), and

(b) on the condition mentioned in section 337(3)(b) of that Act or Article 345(3)(b) of that Order (condition requiring repayment of loan etc if approval of company in general meeting not given within six months).

(2) If that condition has not been satisfied before that date, it continues to apply notwithstanding the repeal of that section or that Article, but subject as follows.

(3) In the case of a private company that by reason of the repeal of section 366 of the 1985 Act or Article 374 of the 1986 Order with effect from that date ceases to be required to hold an annual general meeting, the condition shall be read as if it provided—

(a) that the approval of the company is required on or before the last date on which the company would have been required to hold an annual general meeting but for the repeal, and

(b) that the loan is to be repaid within six months from that date if such approval is not forthcoming.

Section 11 Transactions requiring members’ approval: loans, quasi-loans and credit transactions (ss.197 to 214)

(1) This paragraph applies where before 1st October 2007 a company has done anything—

(a) pursuant to section 337A(1) or (3) of the 1985 Act or Article 345A(1) or (3) of the 1986 Order (funding of director’s expenditure on defending proceedings), and

(b) on the terms mentioned in section 337A(4) of that Act or Article 345A(4) of that Order (terms requiring repayment of loan etc if defendant convicted, has judgment given against him or refused relief).

(2) If immediately before that date—

(a) it is not yet known whether repayment will be required, or

(b) repayment is required but had not been made,

those terms continue to apply notwithstanding the repeal of that section or that Article.

Section 12 Transactions requiring members’ approval: payments for loss of office (ss.215 to 222)

(1) Sections 215 to 222 of the Companies Act 2006 (payments for loss of office: requirement of members’ approval) apply in relation to any such loss of office or employment as is mentioned in section 215(1)(a) or (b), or any such retirement as is mentioned in section 215(1)(c) or (d), occurring on or after 1st October 2007.

(2) A resolution passed before that date approving a payment is effective for the purposes of those sections if it complies with the requirements of those sections.

(3) Sections 312 to 316 of the 1985 Act or Articles 320 to 324 of the 1986 Order continue to apply in relation to loss of office or retirement within the meaning of those provisions occurring before that date.

(4) For the purposes of this paragraph loss of office or retirement is regarded as occurring—

(a) in the case of a directorship, when the person ceases to be a director;

(b) in the case of any other office, when the person ceases to hold that office;

(c) in the case of employment, when the employment comes to an end.

Section 13 Directors’ service contracts (ss.227 to 230)

(1) Sections 228 to 230 of the Companies Act 2006 (directors’ service contracts) apply to—

(a) contracts within section 227(1) of that Act entered into on or after 1st October 2007,

(b) appointments within section 227(2) of that Act made on or after that date, and

(c) contracts to which section 318(1) of the 1985 Act or Article 326(1) of the 1986 Order applied immediately before that date.

(2) Until regulations under section 1136 of the Companies Act 2006 are made specifying a place for the purposes of section 228(2)(b), the copies and memoranda referred to in section 228 may be kept by a company—

(a) at any place where its register of members is kept, or

(b) at its principal place of business,

provided that place is situated in the part of the United Kingdom in which the company is registered.

(3) Until section 1068(1) of the Companies Act 2006 comes into force the notice referred to in section 228(4) must be given on the form prescribed for the purposes of section 318(4) of the 1985 Act or Article 326(4) of the 1986 Order.

(4) The provisions of section 318 of the 1985 Act or Article 326 of the 1986 Order continue to apply in relation to—

(a) any default before 1st October 2007 in complying with section 318(1) or (5) or Article 326(1) or (5);

(b) any request for inspection under section 318(7) or Article 326(7) made before that date;

(c) any duty to give notice under section 318(4) or Article 326(4) arising before that date.

Section 14 Contracts with sole member who is a director (s.231)

(1) Section 231 of the Companies Act 2006 (contracts with sole member who is a director) applies to contracts entered into on or after 1st October 2007.

(2) Section 322B of the 1985 Act or Article 330B of the 1986 Order continues to apply to contracts entered into before that date.

Section 15 Directors’ liabilities (ss.232 to 239)

(1) Sections 232 to 236 of the Companies Act 2006 (restrictions on provision protecting directors from liability) apply to any provision made on or after 1st October 2007.

(2) Sections 309A, 309B and 309C(1) to (3) and (6) of the 1985 Act or Article 318 of the 1986 Order (so far as it relates to directors) continue to apply in relation to any provision to which they applied immediately before that date.

Section 16 Directors’ liabilities (ss.232 to 239)

(1) Sections 237 and 238 of the Companies Act 2006 (copies of qualifying indemnity provision to be available for inspection etc) apply to—

(a) qualifying indemnity provision within the meaning of section 237 made on or after 1st October 2007, and

(b) qualifying third party indemnity provision within the meaning of section 309B(1) of the 1985 Act to which section 309C(4) and (5) of that Act applied immediately before that date.

(2) Until regulations under section 1136 of the Companies Act 2006 are made specifying a place for the purposes of section 237(3)(b), the copies and memoranda referred to in section 237 may be kept by a company—

(a) at any place where its register of members is kept, or

(b) at its principal place of business,

provided that place is situated in the part of the United Kingdom in which the company is registered.

(3) Until section 1068(1) of the Companies Act 2006 comes into force the notice referred to in section 237(5) must be given on the form prescribed for the purposes of section 318(4) of the 1985 Act or Article 326(4) of the 1986 Order.

(4) The provisions of section 318 of the 1985 Act, as applied by section 309C(4) and (5), continue to apply in relation to—

(a) any default before 1st October 2007 in complying with section 318(1) or (5), as so applied;

(b) any request for inspection under section 318(7), as so applied, made before that date;

(c) any duty to give notice under section 318(4), as so applied, arising before that date.

Section 17 Directors’ liabilities (ss.232 to 239)

(1) Section 239 of the Companies Act 2006 (ratification of acts of directors giving rise to liability) applies to conduct by a director on or after 1st October 2007.

(2) Conduct by a director before that date is subject to the law relating to ratification that applied immediately before that date.