The Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007

• Citation: S.I. 2007/3495
• Sections: 90

Section 1 Citation and interpretation

(1) This Order may be cited as the Companies Act 2006 (Commencement No. 5, 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 .

Section 2 Coming into force

(1) The provisions of this Order come into force as follows.

(2) Articles 3, 7 and 10(1), Part 1 of Schedule 1, Schedule 2 and Part 1 of Schedule 4 come into force on 6th April 2008.

(3) Article 4 and Part 2 of Schedule 4 come into force on 29th June 2008.

(4) Articles 5 and 10(2), Part 2 of Schedule 1, Schedule 3 and Part 3 of Schedule 4 come into force on 1st October 2008.

(5) Articles 6, 8, 9, 10(3) and 12 come into force—

(a) on 6th April 2008 so far as relating to provisions coming into force on that date;

(b) on 29th June 2008 so far as relating to provisions coming into force on that date;

(c) on 1st October 2008 so far as relating to provisions coming into force on that date.

(6) Article 11 and Schedule 5 come into force—

(a) on 31st December 2007 so far as relating to the amendment made by paragraph 2(6) of that Schedule;

(b) on 14th January 2008 so far as relating to the other amendments made by that Schedule.

Section 3 Provisions of the Companies Act 2006 coming into force on 6th April 2008

(1) The following provisions of the Companies Act 2006 come into force on 6th April 2008—

(a) section 44 (execution of documents);

(b) sections 121 and 128 (register of members: removal of entries and time limit for claims);

(c) sections 270 to 274 and 280 (company secretaries);

(d) sections 380 to 416, 418 to 462 and 464 to 474 (accounts and reports) ;

(e) sections 475 to 484 and 489 to 539 (audit) ;

(f) section 544 (transferability of shares);

(g) sections 738 to 754 (debentures);

(h) sections 755 to 767 (private and public companies);

(i) sections 768 to 790 (certification and transfer of securities);

(j) sections 811(4), 812 and 814 (exercise of right to inspect register of interests disclosed);

(k) sections 829 to 853 (distributions);

(l) sections 895 to 901 (arrangements and reconstructions);

(m) sections 902 to 941 (mergers and divisions of public companies);

(n) section 1126 (consents required for certain prosecutions);

(o) sections 1161 and 1162 and Schedule 7 (meaning of “undertaking” and related expressions);

(p) section 1164 (meaning of “banking company” and “banking group”);

(q) section 1165 (meaning of “insurance company” and related expressions);

(r) section 1169 (dormant companies);

(s) section 1172 (references to requirements of this Act);

(t) in section 1173 (minor definitions: general), the definitions of “credit institution” and “working day”;

(u) sections 1209 to 1241 and 1245 to 1264 and Schedules 10, 11, 13 and 14 (statutory auditors);

(v) section 1282 (payment of expenses of winding up).

(2) In section 1117 of the Companies Act 2006 (registrar’s rules)—

(a) subsections (1) and (2) come into force on 6th April 2008 so far as may be necessary for the purpose of enabling rules to be made under that section before the date on which the section is brought generally into force, and

(b) subsection (3) (duty to publicise and make available copies of rules made under that section) has effect accordingly.

(3) The following provisions of the Companies Act 2006 come into force on 6th April 2008 so far as necessary for the purposes of the provisions mentioned in paragraphs (1)(a) to (t) and paragraph (2)—

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

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

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

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

(e) section 548 (equity share capital);

(f) section 629 (classes of shares);

(g) sections 1121 to 1123, 1125 and 1127 to 1133 (provisions relating to offences);

(h) sections 1139 and 1140 (service of documents);

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

(j) in section 1173 (minor definitions: general), the definitions of “body corporate” (and “corporation”), “firm”, “the Gazette”, “parent company” and “regulated market”.

(4) Sections 1159 and 1160 of, and Schedule 6 to, the Companies Act 2006 (meaning of “subsidiary” etc ) come into force on 6th April 2008 so far as necessary for the purposes of the provisions mentioned in paragraph (1)(u).

(5) Section 1284 of the Companies Act 2006 (extension of Companies Acts to Northern Ireland) comes into force on 6th April 2008 so far as necessary for the purposes of the provisions mentioned in paragraphs (1)(a) to (t), (2) and (3).

Section 4 Provisions of the Companies Act 2006 coming into force on 29th June 2008

Sections 1242 to 1244 of, and Schedule 12 to, the Companies Act 2006 (duties of third country auditors: information to be supplied by third country auditors) come into force on 29th June 2008.

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

(1) The following provisions of the Companies Act 2006 come into force on 1st October 2008—

(a) sections 69 to 74 (objections to company names);

(b) sections 82 to 85 (trading disclosures);

(c) sections 155 to 159 (appointment of directors);

(d) sections 175 to 177 (general duties of directors);

(e) sections 182 to 187 (duty of directors to declare interest in existing transaction or arrangement);

(f) section 1157 (power of court to grant relief in certain cases);

(g) sections 1277 to 1280 (information as to exercise of voting rights by institutional investors).

(2) Section 1295 of, and Schedule 16 to, the Companies Act 2006 (repeals) come into force on 1st October 2008 so far as relating to the repeal of sections 151 to 153 and 155 to 158 of the 1985 Act and Articles 161 to 163 and 165 to 168 of the 1986 Order (financial assistance for acquisition of shares) as they apply to the giving of financial assistance by a private company for the purposes of the acquisition of shares in itself or another private company.

(3) The following provisions of the Companies Act 2006 come into force on 1st October 2008 so far as necessary for the purposes of the provisions mentioned in paragraph (1)(a) to (f)—

(a) sections 1121 to 1123, 1125 and 1127 to 1133 (provisions relating to offences);

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

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

(4) 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 paragraphs (1) to (3).

Section 6 Transitional adaptations of provisions brought into force

The provisions brought into force by articles 3 and 5 have effect subject to any transitional adaptations specified in Schedule 1 to this Order.

Section 7 Interpretation of company law provisions brought into force

(1) Where an expression in a company law 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.

(2) In paragraph (1) “company law provision” has the meaning given by section 2(2) of the Companies Act 2006.

Section 8 Repeals

Sections 1284(2) and 1295 of, and Schedule 16 to, the Companies Act 2006 (repeals) come into force—

(a) on 6th April 2008 so far as relating to the repeal of the provisions specified in Schedule 2 to this Order;

(b) on 1st October 2008 so far as relating to the repeal of the provisions specified in Schedule 3 to this Order.

Section 9 Transitional provisions and savings

(1) Schedule 4 to this Order contains transitional provisions and savings relating to the provisions (and repeals) brought into force by this Order.

(2) Any saving in that Schedule for the effect of a provision of the 1985 Act or 1986 Order that creates an offence extends to the entry relating to that provision in Schedule 24 to that Act or Schedule 23 to that Order (punishment of offences).

(3) Where any provision of that Schedule authorises or requires the use of a form prescribed under the 1985 Act or 1986 Order, the power to prescribe the form continues to be exercisable (so that the prescribed form may be amended or replaced) so long as the use of the form continues to be authorised or required.

(4) Until section 1068(1) comes into force, the provisions of section 707B of 1985 Act or Article 656B of the 1986 Order (delivery using electronic communications) apply in relation to documents required or authorised to be delivered to the registrar under the provisions of the Companies Act 2006 brought into force by this Order.

Section 10 Revocation of spent transitional adaptations

(1) The following provisions (which make transitional adaptations that are no longer needed as a result of provisions brought into force by this Order on 6th April 2008) are revoked with effect from that date—

(a) in Schedule 1 to the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006 , paragraphs 3, 5(2)(b), 5(3)(a)(ix), 5(3)(b), 10, 11 and 12(3);

(b) in Schedule 1 to the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 , paragraphs 3 to 5, 10, 13(2)(a) and 15 to 18.

(2) The following provisions (which make transitional adaptations that are no longer needed as a result of provisions brought into force by this Order on 1st October 2008) are revoked with effect from that date—

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

(b) in Schedule 1 to the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007, paragraphs 6 to 9, 11 and 12;

(c) paragraph 11 of Schedule 1 to this Order.

(3) The revocation by this article of a spent transitional adaptation is subject to the same transitional provisions and savings as apply, in accordance with Schedule 4 to this Order, in relation to the repeal of the provisions of the 1985 Act or 1986 Order referred to in the adaptation.

Section 11 Amendments of earlier Orders

Schedule 5 to this Order contains amendments of earlier commencement Orders.

Section 12 Savings

(1) 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.

(2) 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).

Section 1 Transactions with directors requiring approval of members (s.205)

(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 “innocent nominee)” 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)”.

Section 2 Directors’ liabilities: qualifying third party indemnity provision (s.234)

(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 “innocent nominee)” 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)”.

Section 3 Company secretaries (ss.270 to 274)

(1) Section 270(3) (private company without secretary: persons authorised to act) has effect with the following adaptation.

(2) Omit sub-paragraph (b)(ii).

Section 4 Company secretaries (ss.270 to 274)

(1) Section 272 (direction requiring public company to appoint secretary) has effect with the following adaptations.

(2) In subsections (4)(b) and (5) for “section 276” substitute “section 288(2) of the Companies Act 1985 or Article 296(2) of the Companies (Northern Ireland) Order 1986”.

Section 5 Company secretaries (ss.270 to 274)

(1) Section 274 (discharge of functions where office vacant or secretary unable to act) has effect with the following adaptation.

(2) In paragraph (b) for “any person” substitute “any officer of the company”.

Section 6 Authentication of accounts and reports filed with registrar (ss.444 to 447 and 449)

(1) Section 444 (filing obligations of companies subject to the small companies regime) has effect with the following adaptations.

(2) For subsection (6) substitute—

(6) The copy of the balance sheet delivered to the registrar under this section must—

(a) state the name of the person who signed it on behalf of the board under section 414, and

(b) be signed on behalf of the board by a director of the company.

(6A) The copy of the directors’ report delivered to the registrar under this section must—

(a) state the name of the person who signed it on behalf of the board under section 419, and

(b) be signed on behalf of the board by a director or the secretary of the company.

(3) For subsection (7) substitute—

(7) The copy of the auditor’s report delivered to the registrar under this section must—

(a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and

(b) be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf,

or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

Section 7 Authentication of accounts and reports filed with registrar (ss.444 to 447 and 449)

(1) Section 445 (filing obligations of medium-sized companies) has effect with the following adaptations.

(2) For subsection (5) substitute—

(5) The copy of the balance sheet delivered to the registrar under this section must—

(a) state the name of the person who signed it on behalf of the board under section 414, and

(b) be signed on behalf of the board by a director of the company.

(5A) The copy of the directors’ report delivered to the registrar under this section must—

(a) state the name of the person who signed it on behalf of the board under section 419, and

(b) be signed on behalf of the board by a director or the secretary of the company.

(3) For subsection (6) substitute—

(6) The copy of the auditor’s report delivered to the registrar under this section must—

(a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and

(b) be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf,

or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

Section 8 Authentication of accounts and reports filed with registrar (ss.444 to 447 and 449)

(1) Section 446 (filing obligations of unquoted companies) has effect with the following adaptations.

(2) For subsection (3) substitute—

(3) The copy of the balance sheet delivered to the registrar under this section must—

(a) state the name of the person who signed it on behalf of the board under section 414, and

(b) be signed on behalf of the board by a director of the company.

(3A) The copy of the directors’ report delivered to the registrar under this section must—

(a) state the name of the person who signed it on behalf of the board under section 419, and

(b) be signed on behalf of the board by a director or the secretary of the company.

(3) For subsection (4) substitute—

(4) The copy of the auditor’s report delivered to the registrar under this section must—

(a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and

(b) be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf,

or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

Section 9 Authentication of accounts and reports filed with registrar (ss.444 to 447 and 449)

(1) Section 447 (filing obligations of quoted companies) has effect with the following adaptations.

(2) For subsection (3) substitute—

(3) The copy of the balance sheet delivered to the registrar under this section must—

(a) state the name of the person who signed it on behalf of the board under section 414, and

(b) be signed on behalf of the board by a director of the company.

(3A) The copy of the directors’ remuneration report delivered to the registrar under this section must—

(a) state the name of the person who signed it on behalf of the board under section 422, and

(b) be signed on behalf of the board by a director or the secretary of the company.

(3B) The copy of the directors’ report delivered to the registrar under this section must—

(a) state the name of the person who signed it on behalf of the board under section 419, and

(b) be signed on behalf of the board by a director or the secretary of the company.

(3) For subsection (4) substitute—

(4) The copy of the auditor’s report delivered to the registrar under this section must—

(a) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and

(b) be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf,

or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

Section 10 Authentication of accounts and reports filed with registrar (ss.444 to 447 and 449)

(1) Section 449 (special auditor’s report where abbreviated accounts delivered) has effect with the following adaptation.

(2) After subsection (4) insert—

(4A) The copy of the special report delivered to the registrar under this section must—

(a) be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf, or

(b) if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

Section 11 Audit: indemnity for costs of successfully defending proceedings (s.533)

(1) Section 533 (indemnity for costs of successfully defending proceedings) has effect with the following adaptation.

(2) In paragraph (b) for “section 1157” substitute “section 727 of the Companies Act 1985 or Article 675 of the Companies (Northern Ireland) Order 1986”.

Section 12 Authorised minimum: application of initial requirement (s.765)

(1) Section 765 (minimum share capital requirement for public companies: application of initial requirement) has effect with the following adaptation.

(2) In subsection (1)(b) for “section 91(1)(a)” substitute “section 45(2)(a) of the Companies Act 1985 or Article 55(2)(a) of the Companies (Northern Ireland) Order 1986”.

Section 13 Authorised minimum: application where shares denominated in different currencies etc (s.766)

(1) Section 766 (authorised minimum: application where shares denominated in different currencies etc) has effect with the following adaptation.

(2) In subsection (4) for “sections 664 to 667” substitute “sections 147 to 149 of the Companies Act 1985 or Articles 157 to 159 of the Companies (Northern Ireland) Order 1986”.

Section 14 Distributions (ss.829 to 853)

(1) Section 829 (meaning of “distribution”) has effect with the following adaptation.

(2) In subsection (2)(c) for “Chapter 3, 4 or 5 of Part 18” substitute “Chapter 7 of Part 5 of the Companies Act 1985 or Chapter 7 of Part 6 of the Companies (Northern Ireland) Order 1986”.

Section 15 Distributions (ss.829 to 853)

(1) Section 832 (distributions by investment companies out of accumulated revenue profits) has effect with the following adaptation.

(2) In subsection (5)(b)(i) for “Chapter 3 or 4 of Part 18” substitute “Chapter 7 of Part 5 of the Companies Act 1985 or Chapter 7 of Part 6 of the Companies (Northern Ireland) Order 1986”.

Section 16 Distributions (ss.829 to 853)

(1) Section 833 (meaning of “investment company”) has effect with the following adaptation.

(2) In subsection (3) for “Chapter 3 or 4 of Part 18” substitute “Chapter 7 of Part 5 of the Companies Act 1985 or Chapter 7 of Part 6 of the Companies (Northern Ireland) Order 1986”.

Section 17 Distributions (ss.829 to 853)

(1) Section 838 (requirements where interim accounts used) has effect with the following adaptations.

(2) In subsection (6) after “copy of the accounts” insert “, complying with the requirements of subsection (7),”.

(3) After that subsection insert—

(7) The requirements referred to in subsection (6) are that the balance sheet comprised in the copy of the accounts delivered to the registrar must—

(a) state the name of the person who signed it on behalf of the board, and

(b) be signed on behalf of the board by a director of the company.

Section 18 Distributions (ss.829 to 853)

(1) Section 839 (requirements where initial accounts used) has effect with the following adaptations.

(2) In subsection (7) after “any auditor’s statement” insert “, complying with the requirements of subsection (8),”.

(3) After that subsection insert—

(8) The requirements referred to in subsection (7) are—

(a) as regards the accounts, that the balance sheet comprised in the copy delivered to the registrar must—

(i) state the name of the person who signed it on behalf of the board, and

(ii) be signed on behalf of the board by a director of the company;

(b) as regards the auditor’s report and any auditor’s statement, that the report or statement must—

(i) state the name of the auditor and (where the auditor is a firm) the name of the person who signed it as senior statutory auditor, and

(ii) be signed by the auditor or (where the auditor is a firm) in the name of the firm by a person authorised to sign on its behalf,

or, if the conditions in section 506 (circumstances in which names may be omitted) are met, state that a resolution has been passed and notified to the Secretary of State in accordance with that section.

Section 19 Distributions (ss.829 to 853)

(1) Section 840 (successive distributions etc by reference to the same accounts) has effect with the following adaptations.

(2) In subsection (2)(b) for “section 678 or 679” substitute “section 151 of the Companies Act 1985 or Article 161 of the Companies (Northern Ireland) Order 1986”.

(3) In subsection (2)(d) for “section 705” substitute “section 168 of the Companies Act 1985 or Article 178 of the Companies (Northern Ireland) Order 1986”.

(4) In subsection (3) for “the same meaning as in Chapter 2 of Part 18 (see section 677)” substitute “the meaning given by section 152(1)(a) of the Companies Act 1985 or Article 162(1)(a) of the Companies (Northern Ireland) Order 1986”.

Section 20 Distributions (ss.829 to 853)

(1) Section 847 (consequences of unlawful distribution) has effect with the following adaptation.

(2) In subsection (4)(a) for “section 678 or 679” substitute “section 151 of the Companies Act 1985 or Article 161 of the Companies (Northern Ireland) Order 1986”.

Section 21 Mergers and divisions of public companies (s.923)

(1) Section 923 (mergers and divisions of public companies: report on valuation of non-cash consideration for shares) has effect with the following adaptation.

(2) In subsection (3)(a) for “section 593” substitute “section 103(1) of the Companies Act 1985 or Article 113(1) of the Companies (Northern Ireland) Order 1986”.

Section 22 Order requiring name to be changed following objection (s.73)

(1) Section 73 (order requiring name to be changed) has effect with the following adaptations.

(2) In subsection (2)(a) for “section 67” substitute “section 28(2) of the Companies Act 1985 or Article 38(2) of the Companies (Northern Ireland) Order 1986”.

(3) In subsection (6) for “section 81(1)” substitute “section 28(6) of the Companies Act 1985 or Article 38(6) of the Companies (Northern Ireland) Order 1986”.

Section 23 Trading disclosures: minor variations in form of name (s.85)

(1) Section 85 (minor variations in form of name to be left out of account) has effect with the following adaptation.

(2) Omit subsections (1)(c) and (2).

Section 24 Direction requiring company to appoint director (s.156)

(1) Section 156 (direction requiring company to make appointment) has effect with the following adaptation.

(2) In subsections (4)(b) and (5) for “section 167” substitute “section 288(2) of the Companies Act 1985 or Article 296(2) of the Companies (Northern Ireland) Order 1986”.

Section 1 Execution of documents (s.44)

(1) Section 44 of the Companies Act 2006 (execution of documents) applies in relation to the execution of documents on or after 6th April 2008.

(2) Section 36A of the 1985 Act or Article 46A of the 1986 Order continues to apply in relation to documents executed before that date.

(3) For the purposes of this paragraph a document signed by one authorised signatory before 6th April 2008 and by another on or after that date is treated as executed on or after 6th April 2008.

Section 2 Register of members: removal of entries relating to former members (s.121)

(1) The power conferred by section 121 of the Companies Act 2006 (removal after ten years of entries relating to former members) is exercisable on and after 6th April 2008, whenever the period of ten years referred to in that provision expired.

(2) A copy of any details that were included in the register immediately before that date and that are removed from the register under that power must be retained by the company until 6th April 2008 or, if earlier, 20 years after the member concerned ceased to be a member.

Section 3 Register of members: time limit for claims arising from entry (s.128)

(1) Section 128 of the Companies Act 2006 (ten year time limit for claims arising from entry in register of members) applies to causes of action arising on or after 6th April 2008.

(2) The time limit for causes of action arising before that date is—

(a) ten years from 6th April 2008, or

(b) 20 years (as provided by section 352(7) of the 1985 Act or Article 360(7) of the 1986 Order) from when the cause of action arose,

whichever expires first.

(3) This is without prejudice to any lesser period of limitation (and, in Scotland, to any rule that the obligation giving rise to the liability prescribes before the expiry of that period).

Section 4 Company secretaries (ss.270 to 274 and 280)

(1) A private company whose articles immediately before 6th April 2008 expressly required it to have a secretary is a company “with a secretary” for the purposes of section 270(2) until its articles are amended to remove the requirement.

(2) For this purpose a provision—

(a) requiring or authorising things to be done by or in relation to a secretary, or

(b) as to the manner in which, or terms on which, a secretary is to be appointed or removed,

is not a provision expressly requiring the company to have a secretary.

Section 5 Company secretaries (ss.270 to 274 and 280)

(1) Section 273 of the Companies Act 2006 (qualifications of secretaries of public companies) applies in relation to company secretaries appointed on or after 6th April 2008.

(2) Section 286 of the 1985 Act or Article 294 of the 1986 Order continues to apply in relation to company secretaries appointed before that date.

Section 6 Accounts and reports (ss.380 to 389, 393 to 416, 418 to 462 and 464 to 474)

(1) Sections 380 to 389, 393 to 416, 418 to 462 and 464 to 474 of the Companies Act 2006 (accounts and reports) apply to accounts and reports for financial years beginning on or after 6th April 2008.

(2) The corresponding provisions of the 1985 Act or the 1986 Order continue to apply to accounts and reports for financial years beginning before that date.

Section 7 Accounts and reports (ss.380 to 389, 393 to 416, 418 to 462 and 464 to 474)

Any question whether—

(a) for the purposes of section 382, 383, 384(3) or 467(3) of the Companies Act 2006 a company or group qualified as small in a financial year beginning before 6th April 2008, or

(b) for the purposes of section 465 or 466 of that Act a company or group qualified as medium-sized in any such financial year,

is to be determined by reference to the corresponding provisions of the 1985 Act or the 1986 Order.

Section 8 Accounts and reports (ss.380 to 389, 393 to 416, 418 to 462 and 464 to 474)

Until section 1068(1) of the Companies Act 2006 comes into force, the notice referred to in section 392 of that Act (notice of alteration of accounting reference date) must be given in the form prescribed for the purposes of section 225(1) of the 1985 Act or Article 233(1) of the 1986 Order.

Section 9 Audit (ss.475 to 484 and 489 to 539)

(1) In Chapter 1 of Part 16 of the Companies Act 2006 (requirement for audited accounts)—

(a) sections 475 to 481 (general provisions) apply to accounts for financial years beginning on or after 6th April 2008;

(b) sections 482 and 483 (companies subject to public sector audit) apply to accounts for financial years beginning on or after 1st April 2008;

(c) section 484 (general power of amendment by regulations) applies accordingly.

(2) Sections 235(1), 249A(1), (3) and (6) to (7), 249AA and 249B of the 1985 Act or Articles 243(1), 257A(1), (3) and (6) to (7), 257AA and 257B of the 1986 Order continue to apply to accounts for financial years beginning before 6th April 2008.

(3) In section 482 of the Companies Act 2006 (non-profit-making companies subject to public sector audit) as it applies in relation to accounts for financial years beginning on or after 1st April 2008 and before 6th April 2008, the reference to the requirements of Part 16 of that Act shall be read as a reference to the requirements of Part 7 of the 1985 Act or Part 8 of the 1986 Order.

Section 10 Audit (ss.475 to 484 and 489 to 539)

(1) In Chapter 2 of Part 16 of that Act (appointment of auditors)—

(a) sections 489 and 490 (appointment of auditors by public companies) apply to appointments for financial years beginning on or after 6th April 2008;

(b) section 491 (term of office of auditors of public company) applies to auditors appointed for financial years beginning on or after that date.

(2) Sections 384, 385, 387 and 388(1), (3) and (4) of the 1985 Act or Articles 392, 393, 395 and 396(1), (3) and (4) of the 1986 Order continue to apply to appointments by public companies for financial years beginning before that date.

Section 11 Audit (ss.475 to 484 and 489 to 539)

(1) In that Chapter, the following provisions apply to auditors appointed for financial years beginning on or after 6th April 2008—

section 492 (fixing of auditor’s remuneration),

section 493 (disclosure of terms of audit appointment), and

section 494 (disclosure of services provided by auditor or associated and related remuneration).

(2) Sections 390A and 390B of the 1985 Act or Articles 398A and 398B of the 1986 Order continue to apply to auditors appointed for financial years beginning before that date.

(3) The repeal of section 390A of the 1985 Act and Article 398A of the 1986 Order (remuneration of auditors) does not affect the operation of any such resolution as is mentioned in paragraph 45 of Schedule 3 to the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007.

Section 12 Audit (ss.475 to 484 and 489 to 539)

(1) In Chapter 3 of Part 16 of that Act (functions of auditor)—

(a) sections 495 to 498 (auditor’s report and duties of auditor) apply to auditors’ reports on accounts or reports for financial years beginning on or after 6th April 2008;

(b) sections 499 to 501 (rights of auditors) apply to auditors appointed for financial years beginning on or after that date;

(c) sections 503 to 509 (signature of auditor’s report and offences in connection with auditor’s report) apply to auditors’ reports on accounts or reports for financial years beginning on or after that date.

(2) Sections 235 to 237, 389A and 389B of the 1985 Act or Articles 243 to 245, 397A and 397B of the 1986 Order continue to apply as regards financial years beginning before that date.

(3) Section 502 of the Companies Act 2006 (auditor’s rights in relation to resolutions and meetings) applies to auditors appointed on or after 6th April 2008.

(4) Section 390 of the 1985 Act or Article 398 of the 1986 Order continues to apply to auditors appointed before that date.

Section 13 Audit (ss.475 to 484 and 489 to 539)

(1) In Chapter 4 of Part 16 of that Act (removal, resignation, etc of auditors), sections 510 to 513 (removal of auditor) apply where notice of the intended resolution is given to the company on or after 6th April 2008.

(2) Sections 391 and 391A of the 1985 Act or Articles 399 and 399A of the 1986 Order continue to apply where notice of the intended resolution is given to the company before that date.

(3) Until section 1068(1) of the Companies Act 2006 comes into force, the notice referred to in section 512(1) (notice to registrar of resolution removing auditor from office) must be in the form prescribed for the purposes of section 391(2) of the 1985 Act or Article 399(2) of the 1986 Order.

(4) In section 513 (rights of auditor removed from office) as it applies in relation to an auditor appointed before 6th April 2008, the reference to rights under section 502(2) shall be read as a reference to rights under section 390(1) of the 1985 Act or Article 398(1) of the 1986 Order.

Section 14 Audit (ss.475 to 484 and 489 to 539)

(1) In that Chapter, sections 514 and 515 (failure to re-appoint auditor) apply to appointments for financial years beginning on or after 6th April 2008.

(2) Section 391A of the 1985 Act or Article 399A of the 1986 Order continues to apply to appointments for financial years beginning before that date.