The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008

• Citation: S.I. 2008/2860
• Sections: 124

Section 1 Citation and commencement

(1) This Order may be cited as the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008.

(2) This Order comes into force on 1st October 2009.

Section 2 Interpretation

In this Order—

“the 1985 Act ” means the Companies Act 1985 ;

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

“existing company” means a company that immediately before 1st October 2009 was formed and registered under the 1985 Act or the 1986 Order or was an existing company for the purposes of that Act or Order;

“transitional company” means a company that is formed and registered, or re-registered, under the 1985 Act or the 1986 Order on or after 1st October 2009 by virtue of paragraph 2(3) or 22(3) of Schedule 2 to this Order.

Section 3 Provisions of the Companies Act 2006 coming into force on 1st October 2009

The following provisions of the Companies Act 2006 come into force on 1st October 2009—

(a) in Part 1 (general introductory provisions)—

section 1 (companies);

sections 3 to 6 (types of company);

(b) Part 2 (sections 7 to 16) (company formation);

(c) in Part 3 (a company’s constitution)—

section 17 (a company’s constitution);

sections 18 to 28 (articles of association);

sections 31 to 38 (other provisions relating to a company’s constitution);

(d) in Part 4 (a company’s capacity and related matters)—

sections 39 to 42 (capacity of company and power of directors to bind it);

sections 43 and 45 to 47 (formalities of doing business under the law of England and Wales or Northern Ireland);

section 48 (formalities of doing business under the law of Scotland);

sections 49 to 52 (other matters);

(e) in Part 5 (a company’s name)—

sections 53 to 57 (general requirements);

sections 58 to 65 (indications of company type or legal form);

sections 66 to 68 (similarity to other names);

sections 75 and 76 (powers of Secretary of State in relation to company names);

sections 77 to 81 (change of name);

(f) Part 6 (sections 86 to 88) (a company’s registered office);

(g) Part 7 (sections 89 to 111) (re-registration as a means of altering a company’s status);

(h) in Part 8 (a company’s members)—

section 112 (the members of a company);

sections 113 to 115 and 120 and 122 to 127 (register of members);

sections 129 to 135 (overseas branch registers);

sections 136 to 144 (prohibition on subsidiary being member of its holding company);

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

sections 162 to 167 (register of directors);

sections 240 to 246 (directors’ residential addresses: protection from disclosure);

section 247 (power to make provision for employees on cessation or transfer of business);

(j) in Part 12 (company secretaries), sections 275 to 279 (register of secretaries);

(k) in Part 17 (a company’s share capital)—

sections 540 to 543 and 545 to 548 (shares and share capital);

sections 549 to 559 (allotment of shares: general provisions);

sections 560 to 577 (allotment of equity securities: shareholders’ right of pre-emption);

sections 578 and 579 (public companies: allotment where issue not fully subscribed);

sections 580 to 592 (payment for shares);

sections 593 to 609 (public companies: independent valuation of non-cash consideration);

sections 610 to 616 (share premiums);

sections 617 to 628 (alteration of share capital);

sections 629 to 640 (classes of share and class rights);

sections 641(1)(b) and 645 to 653 (reduction of share capital confirmed by the court);

sections 655 to 657 (miscellaneous and supplementary provisions);

(l) Part 18 (sections 658 to 737) (acquisition by limited company of its own shares);

(m) Part 24 (sections 854 to 859) (a company’s annual return);

(n) Part 25 (sections 860 to 894) (company charges);

(o) Part 31 (sections 1000 to 1034) (dissolution and restoration to the register);

(p) in Part 33 ( UK companies not formed under companies legislation), sections 1040 to 1042 (companies not formed under companies legislation but authorised to register);

(q) Part 34 (sections 1044 to 1059) (overseas companies);

(r) in Part 35 (the registrar of companies)—

sections 1060 to 1062 (the registrar);

section 1063 (fees payable to registrar), so far as not already in force;

sections 1064 to 1067 (certificates of incorporation and registered numbers);

sections 1068(1) to (4), (6) and (7) and 1069 to 1071 (delivery of documents to the registrar);

sections 1072 to 1076 (requirements for proper delivery);

sections 1081 to 1084 (the register);

sections 1093 to 1098 (correction or removal of material on the register);

sections 1099 to 1101 (the registrar’s index of company names);

sections 1108 to 1110 (language requirements: transliteration);

sections 1112 to 1120 (supplementary provisions);

(s) in Part 36 (offences under the Companies Acts)—

sections 1121 to 1123 (liability of officer in default);

section 1125 (meaning of “daily default fine”);

sections 1127 to 1133 (other provisions);

(t) in Part 37 (companies: supplementary provisions)—

sections 1134 to 1136, 1137(2), (3) and (5)(a) and 1138 (company records);

sections 1139 to 1142 (service addresses);

sections 1149 to 1153 (requirements as to independent valuation);

sections 1154 and 1155 (notice of appointment of certain officers);

section 1156 (meaning of “the court”);

(u) in Part 38 (companies: interpretation)—

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

sections 1159 and 1160 and Schedule 6 (meaning of “subsidiary” and related expressions);

section 1163 (meaning of “non-cash asset”);

section 1166 (meaning of “employees’ share scheme”);

sections 1168, 1171, 1173 (so far as not already in force) and 1174 and Schedule 8 (other definitions etc );

(v) in Part 39 (companies: minor amendments)—

section 1180 (repeal of certain provisions about company charges);

section 1181 (access to constitutional documents of RTE and RTM companies);

(w) Part 40 (sections 1182 to 1191) (company directors: foreign disqualification);

(x) Part 41 (sections 1192 to 1208) (business names);

(y) in Part 44 (miscellaneous provisions)—

section 1275 (levy to pay expenses of bodies concerned with actuarial standards etc);

section 1283 (commonhold associations);

(z) Part 45 (sections 1284 to 1287) (Northern Ireland).

Section 4 Repeals

Section 1295 of, and Schedule 16 to, the Companies Act 2006 (repeals) come into force on 1st October 2009 so far as relating to the repeal of the provisions specified in Schedule 1 to this Order.

Section 5 Transitional provisions and savings

Schedule 2 to this Order contains transitional provisions and savings relating to the provisions (and repeals) brought into force by this Order.

Section 6 Revocation of spent transitional adaptations

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

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

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

(c) Schedule 1 to the Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 ;

(d) Schedule 1 to the Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007 ;

(e) paragraph 1 of Schedule 3 to the Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008 ;

(f) articles 3 to 5 of the Companies Act 2006 (Commencement No. 7, Transitional Provisions and Savings) Order 2008 .

(2) The revocations have effect subject to any relevant transitional provision or saving in Schedule 2 to this Order.

Section 7 Prosecution of offences in transitional cases

(1) Where a provision creating an offence is repealed and re-enacted without modification by or under the Companies Act 2006—

(a) an offence committed before the commencement of the new law is to be charged under the old law,

(b) an offence committed after the commencement of the new law is to be charged under the new law, and

(c) an offence committed partly before and partly after the commencement of the new law is to be charged under the new law and not under the old.

(2) For this purpose an offence is committed partly before and partly after the commencement of the new law if a relevant event occurs before commencement and another relevant event occurs after commencement.

(3) A “relevant event” means an act, omission or other event (including any result of one or more acts or omissions) proof of which is required for conviction of the offence.

(4) This article is without prejudice to section 1297(2) of the Companies Act 2006 (continuity of the law).

Section 8 General saving

The provisions of this Order do not affect the operation of section 1297 of the Companies Act 2006 (continuity of the law) except as expressly provided.

Section 1 General saving for existing companies etc

(1) Nothing in the Companies Act 2006 affects—

(a) the registration or re-registration of a company under the former Companies Acts, or the continued existence of a company by virtue of such registration or re-registration, or

(b) the application in relation to an existing company of—

(i) Table B in the Joint Stock Companies Act 1856 ,

(ii) Table A in any of the former Companies Acts, or

(iii) the Companies (Tables A to F) Regulations 1985 or the Companies (Tables A to F) Regulations (Northern Ireland) 1986 .

(2) Section 1297(3) of the Companies Act 2006 (continuity of the law: things done under old law to be treated as done under the corresponding provision of the new law) applies—

(a) in relation to a company to which section 675(1) of the 1985 Act or Article 625(1) of the 1986 Order applied (application of Act or Order to companies formed and registered under earlier companies legislation) as if the company had been formed and registered under Part 1 of the 1985 Act or Part 2 of the 1986 Order;

(b) in relation to a company to which section 676(1) of the 1985 Act or Article 626(1) of the 1986 Order applied (application of Act or Order to companies registered but not formed under earlier companies legislation) as if the company had been registered under Chapter 2 of Part 22 of the 1985 Act or Chapter 2 of Part 22 of the 1986 Order;

(c) in relation to a company to which section 677(1) of the 1985 Act or Article 627(1) of the 1986 Order applied (application of Act or Order to companies re-registered under earlier companies legislation) as if the company had been re-registered under Part 2 of the 1985 Act or Part 3 of the 1986 Order.

(3) Nothing in this paragraph or in section 1297(3) of the Companies Act 2006 shall be read as affecting any reference to the date on which a company was registered or re-registered.

Section 2 Company formation (ss. 7 to 16)

(1) Sections 7 to 16 of the Companies Act 2006 (company formation) apply to applications for registration received by the registrar on or after 1st October 2009.

(2) Any application for registration under those provisions received by the registrar before that date shall not be entertained.

(3) The corresponding provisions of the 1985 Act or 1986 Order continue to apply to an application for registration if—

(a) it is received by the registrar, and

(b) the requirements as to registration are met in relation to it,

before 1st October 2009.

(4) Any application for registration under that Act or Order in relation to which the requirements as to registration are not met before that date shall be treated as withdrawn.

(5) For the purposes of section 1297(3) of the Companies Act 2006 (continuity of the law) as it applies to treat a company formed and registered under Part 1 of the 1985 Act or Part 2 of the 1986 Order as if formed and registered under the corresponding provisions of the Companies Act 2006, the registration of a company on an application to which sub-paragraph (3) above applies is to be regarded as in force and effective immediately before the commencement of Part 1 of the Companies Act 2006.

(6) In the definition of “company” in section 1 of the Companies Act 2006—

(a) the reference to a company formed and registered after the commencement of Part 1 of that Act shall be read as a reference to a company formed and registered on an application to which sub-paragraph (1) above applies, and

(b) the reference to a company formed and registered under the 1985 Act or 1986 Order immediately before the commencement of Part 1 of the Companies Act 2006 includes a company formed and registered on an application to which sub-paragraph (3) above applies.

Section 3 Articles of association (ss. 18 to 20)

(1) Sections 7 and 8 of the 1985 Act or Articles 18 and 19 of the 1986 Order (articles of association) apply, and sections 18 to 20 of the Companies Act 2006 do not apply, to a company formed and registered under the 1985 Act or 1986 Order on an application to which paragraph 2(3) above applies.

(2) Nothing in section 18(3) of the Companies Act 2006 (articles to be contained in single document divided into consecutively numbered paragraphs) is to be read as affecting the operation of section 28 of that Act (under which certain provisions are to be treated as part of a company’s articles).

Section 4 Amendment of provisions of articles (ss. 21 and 22)

(1) The power conferred by section 21(1) of the Companies Act 2006 (amendment of company’s articles by special resolution) does not apply—

(a) to provisions of the articles of an existing company that were not capable of being so amended immediately before 1st October 2009; or

(b) to provisions of the articles of a transitional company that were not capable of being so amended under the company’s constitution on its registration or re-registration (as the case may be).

(2) The power conferred by section 22(3)(a) of that Act (amendment of entrenched provisions of articles by agreement of all the members of the company) does not apply—

(a) to provisions of the articles of an existing company that were not capable of being so amended immediately before 1st October 2009; or

(b) to provisions of the articles of a transitional company that were not capable of being so amended under the company’s constitution on its registration or re-registration (as the case may be).

(3) References in this paragraph to provisions of the articles of an existing or transitional company include provisions of the company’s memorandum that are to be treated by virtue of section 28 of that Act as provisions of its articles.

(4) A special resolution passed before 1st October 2009 removing or amending with effect from that date any provision that as from that date is treated by virtue of section 28 of that Act as a provision of the company’s articles, has effect as if passed on that date.

Section 5 Notice to registrar of existence of restrictions on amendment of articles (s. 23)

Section 23(1)(a) of the Companies Act 2006 (notice to registrar of fact that company’s articles on formation contain provision for entrenchment) does not apply to a transitional company.

Section 6 Registrar to be sent copy of amended articles (s. 26)

(1) Section 26 of the Companies Act 2006 (registrar to be sent copy of amended articles) applies in relation to amendments taking effect on or after 1st October 2009.

(2) Section 18(2) and (3) of the 1985 Act or Article 29(2) and (3) of the 1986 Order continue to apply in relation to amendments taking effect before that date.

Section 7 Provisions of memorandum treated as provisions of articles (s. 28)

(1) Section 28 of the Companies Act 2006 (existing companies: provisions of memorandum treated as provisions of articles) applies not only to an existing company but also to a transitional company.

(2) In its application to a transitional company the reference to provisions that were contained in the company’s memorandum immediately before the commencement of Part 3 shall be read as a reference to provisions that are contained in the company’s memorandum on its registration or re-registration (as the case may be).

(3) Subject to sub-paragraphs (1) and (2), in subsection (1) of that section—

(a) “before the commencement of this Part” means before 1st October 2009, and

(b) “after the commencement of this Part” means on or after that date.

Section 8 Provisions of memorandum treated as provisions of articles (s. 28)

Nothing in section 28 of the Companies Act 2006 requires a company to give notice to the registrar of an alteration of its articles.

Section 9 Provisions of memorandum treated as provisions of articles (s. 28)

(1) A company whose articles are deemed by virtue of section 28 of the Companies Act 2006 to contain provisions formerly in its memorandum may comply with any obligation to send a person a copy of its articles—

(a) by appending to a copy of the other provisions of the articles a copy of the provisions of its old-style memorandum that are deemed to be provisions of the articles, or

(b) by sending together with a copy of the other provisions of the articles a copy of its old-style memorandum indicating the provisions that are deemed to be provisions of the articles.

(2) References in sub-paragraph (1) to a company’s “old-style memorandum” are—

(a) in the case of an existing company, to its memorandum of association as it stood immediately before 1st October 2009;

(b) in the case of a transitional company, to its memorandum of association as it stood on its registration or re-registration (as the case may be) apart from the operation of section 28.

Section 10 Provisions of memorandum treated as provisions of articles (s. 28)

Nothing in the Companies Act 2006 shall be read as enabling a company to amend or omit provisions of its articles that were formerly in its memorandum so as to change its status as a limited or unlimited company otherwise than in accordance with the relevant provisions of Part 7 of that Act (re-registration as a means of changing company’s status).

Section 11 Constitutional documents to be provided to members (s. 32)

(1) Section 32 of the Companies Act 2006 (constitutional documents to be provided to members) applies where the request is received by the company on or after 1st October 2009.

(2) Section 19 of the 1985 Act or Article 30 of the 1986 Order continues to apply where the request was received by the company before that date.

Section 12 Notice to registrar where company’s constitution altered by enactment (s. 34)

(1) Section 34 of the Companies Act 2006 (notice to registrar where company’s constitution altered by enactment) applies where the enactment in question comes into force on or after 1st October 2009.

(2) Section 18(1) and (3) of the 1985 Act or Article 29(1) and (3) of the 1986 Order continue to apply in relation to alterations made by statutory provisions coming into force before that date.

Section 13 Notice to registrar where company’s constitution altered by order (s. 35)

Section 35 of the Companies Act 2006 (notice to registrar where company’s constitution altered by order) applies in relation to orders made on or after 1st October 2009.

Section 14 Documents to be incorporated in or accompany copies of articles issued by company (s. 36)

(1) Section 36 of the Companies Act 2006 (documents to be incorporated in or accompany copies of articles issued by company) applies to copies of a company’s articles issued on or after 1st October 2009.

(2) Section 380(2), (6) and (7) of the 1985 Act or Article 388(2), (6) and (7) of the 1986 Order continue to apply to copies issued before that date.

Section 15 A company’s capacity (s. 39)

(1) Section 39 of the Companies Act 2006 (a company’s capacity) applies to acts of a company done on or after 1st October 2009.

(2) Section 35 of the 1985 Act or Article 45 of the 1986 Order continues to apply to acts of a company done before that date.

Section 16 Execution of deeds or other documents by attorney (s. 47)

(1) Section 47 of the Companies Act 2006 (execution of deeds or other documents by attorney) applies where the instrument empowering a person to act as a company’s attorney is executed on or after 1st October 2009.

(2) Section 38 of the 1985 Act or Article 48 of the 1986 Order continues to have effect where the power to act as a company’s attorney was conferred before that date (including in relation to instruments executed by the attorney on behalf of the company on or after that date).

Section 17 A company’s name (ss. 53 to 81)

(1) The following provisions of the Companies Act 2006 do not affect the continued registration of a company by a name by which it was duly registered—

(a) in the case of an existing company, immediately before 1st October 2009, or

(b) in the case of a transitional company, on its registration or re-registration (as the case may be).

(2) The provisions are—

(a) section 54 (name suggesting connection with government or public authority);

(b) section 55 (other sensitive words or expressions);

(c) section 57 (permitted characters etc);

(d) section 65 (inappropriate use of indications of company type or legal form);

(e) section 66 (name not to be the same as another in registrar’s index).

Section 18 A company’s name (ss. 53 to 81)

(1) Sections 54 to 56 of the Companies Act 2006 (sensitive words and expressions) apply to applications for approval received by the Secretary of State on or after 1st October 2009.

(2) Section 29 of the 1985 Act or Article 39 of the 1986 Order continues to apply in relation to applications received by the Secretary of State or the Department of Enterprise, Trade and Investment in Northern Ireland before that date.

Section 19 A company’s name (ss. 53 to 81)

(1) Sections 77(1)(a) and 78 of the Companies Act 2006 (change of name by special resolution), and sections 80 and 81 of that Act so far as relating to a change of name by special resolution, apply where—

(a) the resolution is passed on or after 1st October 2009, or

(b) the resolution is passed before that date but no copy of the resolution is received by the registrar under section 30 of that Act (resolution affecting a company’s constitution) before that date.

(2) Section 28(1), (6) and (7) of the 1985 Act or Article 38(1), (6) and (7) of the 1986 Order continue to apply to resolutions of which a copy is received by the registrar before that date.

Section 20 A company’s name (ss. 53 to 81)

The provisions of section 31(2) to (4) and (6) of the 1985 Act or Article 41(2) to (4) and (6) of the 1986 Order (power to direct company to change its name so that it ends with “limited”) continue to apply where a direction under section 31(2) or Article 41(2) was given before 1st October 2009.

Section 21 A company’s name (ss. 53 to 81)

The provisions of section 32 of the 1985 Act or Article 42 of the 1986 Order (power to require company to abandon misleading name) continue to apply in relation to a direction under that section or Article given before 1st October 2009.

Section 22 Re-registration as a means of altering a company’s status (ss. 89 to 108)

(1) Sections 89 to 108 of the Companies Act 2006 (re-registration as a means of altering a company’s status) apply to applications for re-registration received by the registrar on or after 1st October 2009.

(2) Any application for re-registration under those provisions received by the registrar before that date shall not be entertained.

(3) The corresponding provisions of the 1985 Act or 1986 Order continue to apply to an application for re-registration if—

(a) it is received by the registrar, and

(b) the requirements for re-registration are met in relation to it,

before 1st October 2009.

(4) Any application for re-registration under that Act or Order in relation to which the requirements as to re-registration are not met before that date shall be treated as withdrawn.

(5) On an application to which sub-paragraph (1) above applies a resolution agreed to, or other thing done, before 1st October 2009 may be relied on for the purpose of meeting the requirements of the Companies Act 2006.

(6) For the purposes of section 1297(3) of the Companies Act 2006 (continuity of the law) as it applies to treat a company re-registered under the 1985 Act or the 1986 Order as if re-registered under the corresponding provisions of the Companies Act 2006, the re-registration of a company on an application to which sub-paragraph (3) above applies is to be regarded as in force and effective immediately before the commencement of Part 7 of the Companies Act 2006.

Section 23 Register of members: information as to state of register and index (s. 120)

Section 120 of the Companies Act 2006 (information as to state of register or index) applies where a person—

(a) inspects a company’s register of members or index of members’ names on or after 1st October 2009, or

(b) is provided by a company on or after that date with a copy of the company’s register of members or any part of it,

whether the person’s request to inspect, or be provided with a copy, was made before, on or after that date.

Section 24 Repeal of minimum membership requirement

The repeal of section 24 of the 1985 Act or Article 34 of the 1986 Order (minimum membership for carrying on business) does not affect any liability under that section or Article for debts of the company contracted before 1st October 2009.

Section 25 Registers of directors and secretaries (ss. 162 and 275)

On and after 1st October 2009 the register of directors and secretaries kept by a company under section 288(1) of the 1985 Act or Article 296(1) of the 1986 Order shall be treated as two separate registers—

(a) a register of directors kept under and for the purposes of section 162 of the Companies Act 2006, and

(b) a register of secretaries kept under and for the purposes of section 275 of that Act.

Section 26 Particulars to be registered (ss. 163, 164 and 166 and 277 to 279)

(1) Subject to the following provisions, an existing company need not comply with any provision of the Companies Act 2006 requiring the company’s register of directors or secretaries to contain particulars additional to those required by the 1985 Act or the 1986 Order until the earlier of—

(a) the date to which the company makes up its first annual return made up to a date on or after 1st October 2009, and

(b) the last date to which the company should have made up that return.

(2) Sub-paragraph (1) does not apply in relation to a director or secretary of whom particulars are first registered on or after 1st October 2009 (whether the director or secretary was appointed before, on or after that date).

(3) Sub-paragraph (1) ceases to apply in relation to a director or secretary whose registered particulars fall to be altered on or after 1st October 2009 because they have changed (whether the change occurred before, on or after that date).

(4) This paragraph does not affect the particulars required to be included in the company’s annual return.

Section 27 Particulars to be registered (ss. 163, 164 and 166 and 277 to 279)

(1) In the case of an existing company—

(a) the relevant existing address of a director or secretary is deemed, on and after 1st October 2009, to be a service address, and

(b) any entry in the company’s register of directors or secretaries stating that address is treated, on and after that date, as complying with the obligation in section 163(1)(b) or 277(1)(b) of the Companies Act 2006 to state a service address.

(2) The relevant existing address is—

(a) the address that immediately before 1st October 2009 appeared in the company’s register of directors and secretaries as having been notified to the company under section 289(1A) or 290(1A) of the 1985 Act (service address notified by individual applying for confidentiality order in respect of usual residential address), or

(b) if no such address appeared, the address that immediately before that date appeared in the company’s register of directors and secretaries as the director’s or secretary’s usual residential address.

(3) Any notification of a change of a relevant existing address occurring before 1st October 2009 that is received by the company on or after that date is treated as being or, as the case may be, including notification of a change of service address.

(4) The operation of this paragraph does not give rise to any duty to notify the registrar under section 167 or 276 of the Companies Act 2006 (duty to notify registrar of changes in particulars contained in register).

Section 28 Particulars to be registered (ss. 163, 164 and 166 and 277 to 279)

(1) An existing company must remove from its register of directors on 1st October 2009 any entry relating to a shadow director.

(2) Section 167 of the Companies Act 2006 (duty to notify registrar of changes) applies as if the shadow director had ceased to be a director on that date.

Section 29 Particulars to be registered (ss. 163, 164 and 166 and 277 to 279)

The removal by an existing company from its register of directors or secretaries on or after 1st October 2009 of particulars required by the 1985 Act or the 1986 Order but not required by the Companies Act 2006 does not give rise to any duty to notify the registrar under section 167 or 276 of the Companies Act 2006 (duty to notify registrar of changes in particulars contained in register).

Section 30 Register of directors’ residential addresses (s. 165)

(1) The duty of a company to keep a register of directors’ residential addresses has effect on and after 1st October 2009.

(2) The entry on that register of information that immediately before that date was contained in the company’s register of directors and secretaries does not give rise to any duty to notify the registrar under section 167 of the Companies Act 2006 (duty to notify registrar of changes in particulars contained in register).

Section 31 Duty to notify registrar of changes (ss. 167 and 276)

(1) Sections 167 and 276 of the Companies Act 2006 (duty to notify registrar of changes) apply in relation to—

(a) a change among a company’s directors or in its secretaries, or

(b) a change in the particulars contained in the register,

occurring on or after 1st October 2009.

(2) Sections 288(2), (4) and (6), 289 and 290 of the 1985 Act or Articles 296(2), (4) and (6), 297 and 298 of the 1986 Order (notification to registrar of changes) continue to apply in relation to a change occurring before that date.

Section 32 Directors and secretaries: entries on the register of companies

(1) The registrar may make such entries in the register as appear to be appropriate having regard to paragraphs 26 to 30 and the information appearing on the register immediately before 1st October 2009 or notified to the registrar in accordance with paragraph 31(2).

(2) In particular, the registrar may record as a service address—

(a) a relevant existing address (within the meaning of paragraph 27), or

(b) in the case of a company formed and registered on an application to which paragraph 2(3) applies, an address notified to the registrar in connection with that application as a director’s or secretary’s usual residential address.

(3) Any notification of a change of a relevant existing address occurring before 1st October 2009 that is received by the registrar on or after that date is treated as being or, as the case may be, including notification of a change of service address.

Section 33 Directors’ residential addresses: protection from disclosure (ss. 240 to 246)

Where a director’s usual residential address appears as a service address—

(a) in the company’s register of directors by virtue of paragraph 27, or

(b) in the register of companies by virtue of paragraph 32,

that address is not protected information for the purposes of Chapter 8 of Part 10 of the Companies Act 2006.

Section 34 Directors’ residential addresses: protection from disclosure (ss. 240 to 246)

(1) Section 242(1) of the Companies Act 2006 (duty of registrar to omit protected information from material available for inspection) does not apply—

(a) to material delivered to the registrar before 1st October 2009, or

(b) to material delivered to the registrar on or after 1st October 2009 by virtue of paragraph 31(2) (notification of change occurring before that date).

(2) In section 242(2)(b) of the Companies Act 2006 (exclusion of material registered before commencement) the reference to things registered before Chapter 8 of Part 10 of that Act comes into force is treated as including anything registered as a result of a notification in accordance with paragraph 31(2) (notification on or after 1st October 2009 of change occurring before that date).

(3) Sub-paragraphs (1) and (2) have effect subject to paragraph 36 below (which provides for the continued protection of information formerly protected by a confidentiality order).

Section 35 Directors’ residential addresses: protection from disclosure (ss. 240 to 246)

In determining under section 245(1) of the Companies Act 2006 whether to put a director’s usual residential address on the public record, the registrar may take into account only—

(a) communications sent by the registrar on or after 1st October 2009, and

(b) evidence as to the effectiveness of service coming to the registrar’s attention on or after that date.

Section 36 Continuation of protection afforded by confidentiality orders under the 1985 Act

(1) A director or secretary in relation to whom a confidentiality order under section 723B of the 1985 Act was in force immediately before 1st October 2009 is treated on and after that date as if—

(a) they had made an application under section 1088 of the Companies Act 2006 (application to make address unavailable for public inspection) in respect of any address that immediately before that date was contained in “confidential records” as defined in section 723D(3) of the 1985 Act, and

(b) that application had been determined by the registrar in their favour.

(2) The provisions of regulations under section 1088 relating to decisions of the registrar in favour of an applicant (in particular, as to the duration and revocation of such a decision) apply accordingly.

(3) As those regulations apply in accordance with this paragraph any reference to an offence under section 1112 of the Companies Act 2006 (false statement) shall be read as a reference to an offence under regulations under section 723E(1)(a) of the 1985 Act in relation to the application for the confidentiality order.

Section 37 Continuation of protection afforded by confidentiality orders under the 1985 Act

(1) A director in relation to whom a confidentiality order under section 723B of the 1985 Act was in force immediately before 1st October 2009 is treated on and after that date as if—

(a) they had made an application under section 243(4) of the Companies Act 2006 (application to prevent disclosure of protected information by registrar to credit reference agency), and

(b) that application had been determined by the registrar in their favour.

(2) The provisions of regulations under section 243(4) relating to decisions of the registrar in favour of an applicant (in particular, as to the duration and revocation of such a decision) apply accordingly.

(3) As those regulations apply in accordance with this paragraph any reference to an offence under section 1112 (false statement) shall be read as a reference to an offence under regulations under section 723E(1)(a) of the 1985 Act in relation to the application for the confidentiality order.

Section 38 Continuation of protection afforded by confidentiality orders under the 1985 Act

Where a confidentiality order under section 723B of the 1985 Act was in force immediately before 1st October 2009 in relation to a director or secretary of a company—

(a) section 162(5) and (8) of the Companies Act 2006 (inspection of company’s register of directors), or

(b) section 275(5) and (8) of that Act (inspection of company’s register of secretaries),

do not apply in relation to the part of the company’s register containing particulars of the usual residential address of the individual that before that date were protected from disclosure by section 288(5A) of the 1985 Act.

Section 39 Effect of pending application for confidentiality order

(1) Section 723B(3) to (8) of the 1985 Act (application for confidentiality order) continue to apply in relation to an application for a confidentiality order made before 1st October 2009.

(2) Paragraphs 36 to 38 (continuation of protection afforded by confidentiality orders) apply to a person in respect of whom such an application has been made, and has not been determined or withdrawn, as to a person in relation to whom a confidentiality order was in force immediately before that date.

(3) If the application is dismissed or withdrawn, those paragraphs cease to apply.

(4) If the application is successful those paragraphs continue to apply as in the case of an individual in relation to whom a confidentiality order was in force immediately before 1st October 2009.

Section 40 Power to make provision for employees on cessation or transfer of business (s. 247)

(1) Section 247 of the Companies Act 2006 (power to make provision for employees on cessation or transfer of business) applies to provision made on or after 1st October 2009 (subject to sub-paragraph (2)(b)).

(2) Section 719 of the 1985 Act or Article 668 of the 1986 Order continues to apply—

(a) to provision made before that date, and

(b) to anything sanctioned in accordance with subsection (3) of that section or paragraph (3) of that Article before that date.

Section 41 Conversion of shares into stock (s. 540(2) and (3))

(1) Section 540(2) of the Companies Act 2006 (prohibition on conversion of shares into stock) does not affect the conversion of shares into stock in pursuance of a resolution of the company in general meeting passed, or a written resolution agreed to, before 1st October 2009.

(2) The reference in section 540(3) (reconversion) to stock created before the commencement of Part 17 of that Act includes stock created in pursuance of such a resolution.

(3) Section 122(1)(b) and (2) of the 1985 Act or Article 132(1)(b) and (2) of the 1986 Order (notice to registrar of conversion) continue to apply in relation to the conversion of shares into stock under such a resolution.

Section 42 Saving for provisions as to amount of authorised share capital

(1) This paragraph applies to any provision of a company’s memorandum as to the amount of a company’s authorised share capital that is in force immediately before 1st October 2009, as altered by anything done by virtue of section 121 of the 1985 Act or Article 131 of the 1986 Order (alteration of share capital) and in force immediately before that date.

(2) Any such provision—

(a) is treated on and after 1st October 2009 as a provision of the company’s articles setting the maximum amount of shares that may be allotted by the company, and

(b) may be amended or revoked by the company by ordinary resolution.

(3) Chapter 3 of Part 3 of the Companies Act 2006 (resolutions and agreements affecting a company’s constitution) applies to any such resolution.

(4) Nothing in sub-paragraph (2) affects the power of a company by special resolution to adopt new articles, with effect from 1st October 2009 or any later date, that make no provision as to the maximum number of shares that may be allotted by the company.

(5) Any such resolution as is mentioned in sub-paragraph (2) or (4) that is passed before 1st October 2009 is treated as passed on that date.

(6) An amendment of a company’s articles on or after 1st October 2009 authorising the directors to allot shares in excess of the amount allowed by any such provision as is mentioned in sub-paragraph (1) has effect although not expressed as amending or revoking it.