The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009

• Citation: S.I. 2009/1941
• Sections: 292

Section 1 Citation and commencement

(1) This Order may be cited as the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009.

(2) The provisions of this Order come into force on 1st October 2009.

Section 2 Consequential amendments, repeals and revocations

(1) Schedule 1 to this Order contains consequential amendments.

(2) Schedule 2 to this Order contains other consequential repeals and revocations.

Section 3 References to companies registered or re-registered under earlier legislation

A reference in any enactment to—

(a) a company formed and registered under the Companies Act 2006,

(b) a company registered but not formed under that Act, or

(c) a company re-registered under that Act,

includes a company treated as so formed and registered, registered or re-registered by virtue of section 1297(3) of that Act, including that provision as applied by paragraph 1(2) of Schedule 2 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 .

Section 4 References to Northern Ireland directors disqualification orders

A reference in any enactment to a disqualification order under the Company Directors Disqualification (Northern Ireland) Order 2002 includes a disqualification order made under Part 2 of the Companies (Northern Ireland) Order 1989 that by virtue of section 29(3)(a) of the Interpretation Act (Northern Ireland) 1954 has effect as if made under the 2002 Order.

Section 5 Change of name by existing or transitional company

(1) This article applies where, in the case of an existing or transitional company—

(a) the company's articles are deemed to contain a statement of its name by virtue of section 28 of the Companies Act 2006 (provisions of memorandum treated as provisions of articles), and

(b) the company changes its name (by any means) on or after 1st October 2009.

(2) The company is not required to amend its articles in order to effect the change of name.

(3) The deemed statement in the company's articles ceases to have effect when the change of name takes effect.

(4) The company is not required to send a copy of its articles to the registrar in accordance with section 26 of the Companies Act 2006.

(5) Where the company, in complying with any obligation to send a person a copy of its articles, relies on paragraph 9(1)(a) or (b) of Schedule 2 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008, it must—

(a) if it relies on paragraph 9(1)(a) (provisions of old-style memorandum appended to other provisions of articles), omit the provision stating the company's former name;

(b) if it relies on paragraph 9(1)(b) (copy of old-style memorandum with indication of provisions deemed to be provisions of the articles), indicate that the provision stating the company's former name is no longer effective.

(6) In this article—

“ existing company ” and “ transitional company ” have the same meaning as in the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (see article 2 of that Order); and

“ old-style memorandum ” has the same meaning as in paragraph 9(1) of Schedule 2 to that Order (see sub-paragraph (2) of that paragraph).

Section 6 Companies that are charities: requirement of consent for affirmation of certain transactions

(1) Section 42(4) of the Companies Act 2006 (companies that are charities: requirement of consent for affirmation of certain transactions with directors or their associates) applies where the request for consent is received on or after 1st October 2009.

(2) Any request for consent under section 65(4) of the Charities Act 1993 or Article 9A(4) of the Charities (Northern Ireland) Order 1987 received but not determined before that date is treated as if made under section 42(4) of the Companies Act 2006.

(3) In relation to a decision under section 65(4) of the Charities Act 1993 made before 1st October 2009 the provisions of that Act as to appeals continue to have effect without the amendments made by this Order.

Section 7 Functions of registrar of companies for Northern Ireland: contracting out

(1) On the coming into force in relation to the registrar of companies for Northern Ireland of an order under Part 2 of the Deregulation and Contracting Out Act 1994 , as amended by this Order, the provisions of the Deregulation and Contracting Out (Northern Ireland) Order 1996 relating to that registrar shall cease to have effect.

(2) Those provisions are—

(a) in Article 2(2), the definition of “registrar of companies”;

(b) Article 11; and

(c) Part 1 of Schedule 2.

Section 8 Amendments of insolvency legislation

(1) The amendments by this Order of the Insolvency Act 1986 (“ the 1986 Act ”) and the Insolvency (Northern Ireland) Order 1989 (“ the 1989 Order ”) apply as follows.

(2) They apply where, in a company voluntary arrangement, a moratorium comes into force in relation to a company on or after 1st October 2009.

(3) They apply where a company enters administration on or after 1st October 2009, except where—

(a) it enters administration by virtue of an administration order under paragraph 10 of Schedule B1 to the 1986 Act (or paragraph 11 of Schedule B1 to the 1989 Order) on an application made before 1st October 2009,

(b) the administration is immediately preceded by a voluntary liquidation in respect of which the resolution to wind up was passed before 1st October 2009, or

(c) the administration is immediately preceded by a liquidation on the making of a winding-up order on a petition which was presented before 1st October 2009.

(4) They apply where, in a receivership, a receiver or manager is appointed in respect of a company on or after 1st October 2009.

(5) They apply where a company goes into liquidation upon the passing on or after 1st October 2009 of a resolution to wind up.

(6) They apply where a company goes into voluntary liquidation under paragraph 83 of Schedule B1 to the 1986 Act (or paragraph 84 of Schedule B1 to the 1989 Order), except where the preceding administration—

(a) commenced before 1st October 2009, or

(b) is an administration which commenced by virtue of an administration order under paragraph 10 of Schedule B1 to the 1986 Act (or paragraph 11 of Schedule B1 to the 1989 Order) on an application which was made before 1st October 2009.

(7) They apply where a company goes into liquidation on the making of a winding-up order on a petition presented on or after 1st October 2009, except where the liquidation is immediately preceded by—

(a) an administration under paragraph 10 of Schedule B1 to the 1986 Act (or paragraph 11 of Schedule B1 to the 1989 Order) where the administration order was made on an application made before 1st October 2009,

(b) an administration in respect of which the appointment of an administrator under paragraph 14 or 22 of Schedule B1 to the 1986 Act (or paragraph 15 or 23 of Schedule B1 to the 1989 Order) took effect before 1st October 2009, or

(c) a voluntary liquidation in respect of which the resolution to wind up was passed before 1st October 2009.

Section 9 Saving for unlimited liabilities of directors etc

The repeal of the provisions relating to unlimited liability of directors and others, that is—

(a) sections 306 and 307 of the Companies Act 1985 and section 75 of the Insolvency Act 1986, or

(b) Articles 314 and 315 of the Companies (Northern Ireland) Order 1986 and Article 62 of the Insolvency (Northern Ireland) Order 1989,

does not affect the operation of those provisions in relation to liabilities arising before 1st October 2009 or in connection with the holding of an office to which a person was appointed before that date on the understanding that their liability would be unlimited.

Section 10 Saving for information obtained or report made under repealed NI provisions

(1) The operation of any provision about the disclosure of information—

(a) obtained under a repealed NI provision, or

(b) contained in a report made under a repealed NI provision,

is not affected by the repeal of that provision (or the repeal of the NI provision).

(2) So far as may be necessary for continuing the operation of any such provision—

(a) information obtained as mentioned in paragraph (1)(a) is to be treated in the same way as information obtained under the corresponding GB provision, and

(b) information contained in any such report as is mentioned in paragraph (1)(b) is to be treated in the same way as information contained in a report made under the corresponding GB provision.

(3) In this article—

“ repealed NI provision ” means a provision of Northern Ireland legislation that is repealed in consequence of the extension to Northern Ireland, by any provision of Part 45 of the Companies Act 2006, of provisions applying in Great Britain; and

“ corresponding GB provision ” means the corresponding provision so applied.

Section 11 Saving for provisions relating to nature of liability of member or contributory

(1) The new provisions as to the nature of a member's or contributory's liability apply to liabilities arising on or after 1st October 2009 and the old provisions continue to apply to liabilities arising before that date.

(2) The new provisions are section 33(2) of the Companies Act 2006 and (in England and Wales) section 80 of the Insolvency Act 1986 as amended by this Order.

(3) The old provisions are—

(a) in England and Wales, section 14(2) of the Companies Act 1985 and section 80 of the Insolvency Act 1986 as it has effect before that amendment;

(b) in Northern Ireland, Articles 4(d)(ii) and 15(c) of the Limitation (Northern Ireland) Order 1989 .

(4) For the purposes of this article a liability is treated as arising when the limitation period starts to run for the purposes of the Limitation Act 1980 or the Limitation (Northern Ireland) Order 1989.

Section 12 Saving for earlier consequential amendments, transitional provisions and savings

(1) Schedule 3 to this Order contains provisions preserving the effect of the provisions of ... the Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 relating to old public companies.

(2) The repeal of the other provisions of that ... Order does not affect the operation of—

(a) any provision amending an enactment that remains in force;

(b) any transitional provision that remains capable of having effect in relation to the corresponding provision of the Companies Act 2006;

(c) any saving that remains capable of having effect in relation to the repeal of an enactment by that ... Order.

Section 13 Saving of power to order caution for expenses (in Scotland) or security for costs (in Northern Ireland)

(1) Schedule 1 to the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (repeals coming into force on 1st October 2009) is amended as follows—

(a) in Part 1 (Great Britain repeals), in the list of provisions of the Companies Act 1985, for “Sections 721 to 726” substitute “ Sections 721 to 725 and 726(1) ” ;

(b) in Part 2 (Northern Ireland repeals), in the list of provisions of the Companies (Northern Ireland) Order 1986, for “Articles 670 to 674” substitute “ Articles 670 to 673 ” .

(2) In Article 674 of the Companies (Northern Ireland) Order 1986 (power to order security for costs in Northern Ireland) the expression “ limited company ” has the same meaning as in the Companies Acts (see section 3 of the Companies Act 2006).

(3) That Article and section 726(2) of the Companies Act 1985 (power to order caution for expenses in Scotland) apply to a limited liability partnership registered under the Limited Liability Partnerships Act 2000 as they apply to a limited company.

Section 1 Newspaper Libel and Registration Act 1881 (c. 60)

(1) The Newspaper Libel and Registration Act 1881 is amended as follows.

(2) In section 1 (interpretation)—

(a) for the definition of “registrar” substitute—

The word “ registrar ” means—

(a) in England and Wales, the registrar of companies for England and Wales, and

(b) in Northern Ireland, the registrar of companies for Northern Ireland.

(b) omit the definition of “registry office”.

(3) In the following provisions for “to the Registry Office” substitute “ to the registrar ”

section 9 (annual return to be made);

section 11 (power of party to transaction in share or interest in newspaper to make return).

(4) For section 13 (registrar to enter returns in register) substitute—

Registrar to enter returns in register

(13)

(1) It is the duty of the registrar forthwith to register every return made under this Act in the register of newspaper proprietors.

(2) Any person may—

(a) inspect the register, or

(b) require a copy of any material on the register.

(3) The registrar may specify the form and manner—

(a) in which application is to be made for any such inspection or copy, and

(b) in which copies are to be provided.

(4) The applicant may require any copy so provided to be certified by the registrar as a true copy.

(5) The Secretary of State may make provision by regulations (to be made by statutory instrument) as to the manner in which such a certificate is to be provided in a case where the copy is provided in electronic form.

(6) Copies provided by the registrar may, instead of being certified in writing to be an accurate record, be sealed with the registrar's official seal.

(5) Omit section 14 (fees payable for registrar's services).

(6) For section 15 (copies of entries in and extracts from register to be evidence) substitute—

Certified copy of material on register to be admissible in evidence

(15) A copy provided under section 13, certified by the registrar (whose official position it is unnecessary to prove) to be an accurate record of the contents of the original document, is in all legal proceedings admissible in evidence—

(a) as of equal validity with the original document, and

(b) as evidence of any fact stated in the original document of which direct oral evidence would be admissible.

(7) In section 18 (exclusion of newspapers belonging to joint stock companies), for “joint stock company duly incorporated under and subject to the provisions of the Companies Acts 1862 to 1879” substitute “ company formed and registered under the Companies Act 2006 or incorporated in another EEA state ” .

Section 2 Partnership Act 1890 (c. 39)

In section 1(2) of the Partnership Act 1890 (definition of partnership: excluded companies and associations), for paragraph (a) substitute—

(a) registered under the Companies Act 2006, or

Section 3 Limited Partnerships Act 1907 (c. 24)

(1) The Limited Partnerships Act 1907 is amended as follows.

(2) In section 9(1) (registration of changes in partnerships), omit the words from “at the register office” to “is registered”.

(3) In section 10(2) (notices to be published in the Gazette: meaning of “the Gazette”)—

(a) for “Ireland” substitute “ Northern Ireland ” , and

(b) for “Dublin” substitute “ Belfast ” .

(4) In section 14 (register and index to be kept) omit the words “At each of the register offices herein-after referred to” and “, in proper books to be provided for the purpose,”.

(5) For section 15 (registrar of joint stock companies to be registrar under Act) substitute—

The registrar

(15)

(1) The registrar of companies is the registrar of limited partnerships.

(2) In this Act—

(a) references to the registrar in relation to the registration of a limited partnership are to the registrar to whom the application for registration is to be made (see section 8A(1)(d) );

(b) references to registration in a particular part of the United Kingdom are to registration by the registrar for that part of the United Kingdom;

(c) references to the registrar in relation to any other matter relating to a limited partnership are to the registrar for the part of the United Kingdom in which the partnership is registered.

(6) In section 16 (inspection of statements registered)—

(a) in subsection (1), omit “in the register offices aforesaid”;

(b) in subsection (2), omit “or one of the assistant registrars” and “or assistant registrar”.

Section 4 Law of Property Act 1925 (c. 20)

In section 74(6) of the Law of Property Act 1925 (execution of instruments by or on behalf of corporations), for “memorandum or articles” substitute “ articles ” .

Section 5 Mining Industry Act 1926 (c. 28)

In section 20 of the Mining Industry Act 1926 (power of coal-mining companies to establish profit sharing schemes), for “memorandum or articles of association” substitute “ articles of association ” .

Section 6 Reserve and Auxiliary Forces (Protection of Civil Interests) Act 1951 (c. 65)

(1) The Reserve and Auxiliary Forces (Protection of Civil Interests) Act 1951 is amended as follows.

(2) In section 27(5)(b) (renewal of tenancy in England and Wales: meaning of “company”), for “has the same meaning as in the Companies Act 1948” substitute “ has the meaning given by section 1(1) of the Companies Act 2006 ” .

(3) In section 38(5)(b) (renewal of tenancy in Scotland: meaning of “company”), for “has the same meaning as in the Companies Act 1948” substitute “ has the meaning given by section 1(1) of the Companies Act 2006 ” .

Section 7 Landlord and Tenant Act 1954 (c. 56)

In section 46(2) of the Landlord and Tenant Act 1954 (interpretation of Part 2)—

(a) in the definition of “company” for “section 735 of the Companies Act 1985” substitute “ section 1(1) of the Companies Act 2006 ” ;

(b) in the definition of “subsidiary” for “section 736 of that Act” substitute “ section 1159 of that Act ” .

Section 8 Corporate Bodies' Contracts Act 1960 (c. 46)

In the Corporate Bodies' Contracts Act 1960, for section 2 (exclusion of companies under Companies Acts) substitute—

Exclusion of companies etc

(2) This Act does not apply to—

(a) a company registered under the Companies Act 2006,

(b) a company incorporated outside the United Kingdom, or

(c) a limited liability partnership.

Section 9 Transport Act 1962 (c. 46)

In section 92(1) of the Transport Act 1962 (interpretation), in the definition of “subsidiary” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” .

Section 10 Stock Transfer Act 1963 (c. 18)

(1) Section 1(4) of the Stock Transfer Act 1963 (simplified transfer of securities: securities to which the section applies) is amended as follows.

(2) In paragraph (a) for “within the meaning of the Companies Act 1985” substitute “ as defined in section 1(1) of the Companies Act 2006 ” .

(3) In paragraph (b) for “within the meaning of the said Act” substitute “ as so defined ” .

Section 11 Stock Transfer Act (Northern Ireland) 1963 (c. 24 (N.I.))

(1) Section 1(4) of the Stock Transfer Act (Northern Ireland) 1963 (simplified transfer of securities) is amended as follows.

(2) In paragraph (a) for “within the meaning of the Companies (Northern Ireland) Order 1986” substitute “ as defined in section 1(1) of the Companies Act 2006 ” .

(3) In paragraph (b) for “within the meaning of the said Act” substitute “ as so defined ” .

Section 12 Harbours Act 1964 (c. 40)

(1) The Harbours Act 1964 is amended as follows.

(2) In section 14(4A) (harbour revision orders: authorities within same group)—

(a) for “the Companies Act 1985” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ” , and

(b) for “that Act” substitute “ that section ” .

(3) In section 57(1) (interpretation), in the definition of “marine work” for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” .

Section 13 Business Tenancies Act (Northern Ireland) 1964 (c. 36 (N.I.))

In section 25(2) of the Business Tenancies Act (Northern Ireland) 1964 (groups of companies: meaning of “subsidiary”), for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ” .

Section 14 Industrial and Provident Societies Act 1965 (c. 12)

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Section 15 Factories Act (Northern Ireland) 1965 (c. 20 (N.I.))

In section 168(1)(c) of the Factories Act (Northern Ireland) 1965 (service of documents), for “being a company to which the Companies (Northern Ireland) Order 1986 applies” substitute “ that is a company as defined in section 1(1) of the Companies Act 2006 ” .

Section 16 Industrial and Provident Societies Act 1967 (c. 48)

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Section 17 Transport Act (Northern Ireland) 1967 (c. 37 (N.I.))

In section 81(1) of the Transport Act (Northern Ireland) 1967 (interpretation), in the definition of “subsidiary” for “Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ” .

Section 18 National Loans Act 1968 (c. 13)

In section 12 of the National Loans Act 1968 (power of Treasury to borrow), in subsection (5)(a) (national savings certificates etc issued through Post Office company or subsidiary), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” .

Section 19 Port of London Act 1968 (c. 32)

In section 59 of the Port of London Act 1968 (Port of London Authority: accounts and audit), for subsection (3) substitute—

(3) The auditor or firm must be eligible for appointment as a statutory auditor (see Part 42 of the Companies Act 2006).

Section 20 Transport Act 1968 (c. 73)

In section 23A(2) of the Transport Act 1968 (interpretation of provisions relating to railways: meaning of “wholly-owned subsidiary”), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” .

Section 21 Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24 (N.I.))

(1) The Industrial and Provident Societies (Northern Ireland) Act 1969 is amended as follows.

(2) In section 7D(1)(b) (transactions with committee members and other persons in excess of powers), omit“or a company with whom such a member is associated”.

(3) In section 7E (definitions relating to section 7D)—

(a) omit subsection (2);

(b) in subsection (3)—

(i) for “Article 354(2) to (8) of that Order” substitute “ Sections 252 to 255 of the Companies Act 2006 ” , and

(ii) omit“or to a member of the committee's being “associated with” a company”.

(4) In section 31(b) (investments) for “registered under the Companies Acts” substitute “ registered under the Companies Act 2006 ” .

(5) In section 48(5) (annual return), for “section 64(b)” substitute “ section 64(1)(b) ” .

(6) In section 61 (conversion into, or transfer of engagements to, company)—

(a) in subsection (1)—

(i) for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ” , and

(ii) for “that Order” substitute “ that Act ” ;

(b) in subsection (2)—

(i) for “required by the Companies (Northern Ireland) Order 1986” substitute “ required by subsection (1) of section 8 of the Companies Act 2006 ” ;

(ii) for “signed and attested under the said Order of 1986” substitute “ authenticated as required by subsection (2) of that section ” .

(7) In section 62 (conversion of company into registered society)—

(a) in subsection (1) for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ” ;

(b) in subsection (2) after “together with the secretary” insert “ (or if the company has no secretary, a director) ” ;

(c) in subsection (4) —

(i) omit“under the seal of the company”, and

(ii) omit“within the meaning of the Companies (Northern Ireland) Order 1986”;

(d) in subsection (6) for “the Companies (Northern Ireland) Order 1986” substitute “ the Companies Act 2006 ” .

(8) For section 64 (dissolution of registered society) substitute—

Dissolution of registered society

(64)

(1) A registered society may be dissolved—

(a) on its being wound up in pursuance of an order or resolution made as is directed in regard to companies by the Insolvency (Northern Ireland) Order 1989, or

(b) in accordance with section 67, by an instrument of dissolution to which not less than three-fourths of the members of the society have given their consent testified by their signatures to the instrument.

(2) The provisions of the Insolvency (Northern Ireland) Order 1989 applied by subsection (1)(a) have effect as if the society were a company, but any reference to the registrar of companies shall be read as a reference to the registrar within the meaning of this Act.

(3) A copy of any resolution passed for the voluntary winding up of a registered society must be sent by the society to the registrar within 15 days after it is passed. For the purposes of section 71 (offences by officers etc) as it applies in relation to a failure to comply with this subsection, a liquidator of the society shall be treated as an officer of it.

(4) A copy of any resolution passed for the voluntary winding up of a registered society must be annexed to every copy of the registered rules of the society issued after the passing of the resolution.

(5) This section has effect subject to section 68 (restriction on dissolution or cancellation of registration).

(9) In section 66 (winding up), for “section 64(a)” substitute “ section 64(1)(a) ” .

(10) In section 67(1) (instrument of dissolution), for “section 64(b)” substitute “ section 64(1)(b) ” .

(11) In section 101(1) (interpretation) omit the definition of “Companies Acts”.

Section 22 Prevention of Oil Pollution Act 1971 (c. 60)

In section 19(4B) of the Prevention of Oil Pollution Act 1971 (prosecutions: service of documents on foreign companies), for the words from “to whom” to the end substitute “ to which section 1139 of the Companies Act 2006 applies so as to authorise service of the document in question. ” .

Section 23 Land Charges Act 1972 (c. 61)

In section 3(8) of the Land Charges Act 1972 (registration of land charges: enactments under which company charges registered), for “and sections 395 to 398 of the Companies Act 1985” substitute “ , sections 395 to 398 of the Companies Act 1985 and Part 25 of the Companies Act 2006 and regulations made under section 1052 of that Act ” .

Section 24 Industry Act 1972 (c. 63)

In section 10(9) of the Industry Act 1972 (construction credits), for “by section 736 of the Companies Act 1985, or by Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ by section 1159 of the Companies Act 2006 ” .

Section 25 Local Government Act (Northern Ireland) 1972 (c. 9 (N.I.))

In section 32(4) of the Local Government Act (Northern Ireland) 1972 (ancillary powers of High Court in exercising jurisdiction under section 31), for the words from “an inspector appointed by the” to the end substitute “ an inspector appointed under section 431 of the Companies Act 1985; and accordingly sections 433 to 436 of that Act (powers etc) apply for the purposes of an investigation by an inspector appointed under subsection (1)(b) above as they apply for the purposes of an investigation by an inspector appointed under section 431 of that Act. ” .

Section 26 Fair Trading Act 1973 (c. 41)

In section 137(5) of the Fair Trading Act 1973 (interpretation: meaning of interconnected bodies corporate), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” .

Section 27 Local Government (Scotland) Act 1973 (c. 65)

In Schedule 7A to the Local Government (Scotland) Act 1973 (access to information: exempt information), in paragraph 2 of Part 2 (exclusion of information required to be registered under certain legislation) for paragraph (a) substitute—

(a) the Companies Acts (as defined in section 2(1) of the Companies Act 2006);

Section 28 Consumer Credit Act 1974 (c. 39)

In section 16(10)(a)(iii) of the Consumer Credit Act 1974 (exempt agreements: meaning of wholly-owned subsidiary), for “the Companies Act 1985” substitute “ the Companies Acts (see section 1159 of the Companies Act 2006) ” .

Section 29 Friendly Societies Act 1974 (c. 46)

(1) The Friendly Societies Act 1974 is amended as follows.

(2) In section 82(3) (amalgamation and transfer of engagements), for “under the Companies Acts” substitute “ registered under the Companies Act 2006 ” .

(3) In section 84 (conversion of registered societies into companies)—

(a) in subsection (1), for “the Companies Acts” substitute “ the Companies Act 2006 ” ;

(b) in subsection (2) —

(i) for “required by the Companies Acts” substitute “ required by subsection (1) of section 8 of the Companies Act 2006 ” , and

(ii) for “signed and attested under the Companies Acts” substitute “ authenticated as required by subsection (2) of that section ” ;

(c) in subsection (3) , for “the Companies Acts” substitute “ the Companies Act 2006 ” .

(4) In section 111(1) (interpretation), omit the definition of “the Companies Acts”.

Section 30 Solicitors Act 1974 (c. 47)

In section 23(2) of the Solicitors Act 1974 (unqualified persons not to prepare papers for probate etc: exceptions), as substituted by section 54(1) of the Courts and Legal Services Act 1990, in paragraph (h) for “section 736(1) of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” .

Section 31 House of Commons Disqualification Act 1975 (c. 24)

In Part 3 of Schedule 1 to the House of Commons Disqualification Act 1975 (offices disqualifying for membership), in paragraph (b) of the entry for directors of licence-holders etc. under Chapter 1 of Part 1 of the Transport Act 2000, for “section 736(1) of the Companies Act 1985 or Article 4(1) of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ” .

Section 32 Northern Ireland Assembly Disqualification Act 1975 (c. 25)

In Part 3 of Schedule 1 to the Northern Ireland Assembly Disqualification Act 1975 (offices disqualifying for membership), in paragraph (b) of the entry for directors of licence-holders etc. under Chapter 1 of Part 1 of the Transport Act 2000, for “section 736(1) of the Companies Act 1985 or Article 4(1) of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ” .

Section 33 Industry Act 1975 (c. 68)

In section 37(1) of the Industry Act 1975 (interpretation), in the definitions of “holding company” and “subsidiary” , for “section 736 of the Companies Act 1985 or Article 4 of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ” .

Section 34 Welsh Development Agency Act 1975 (c. 70)

In section 27(1) of the Welsh Development Agency Act 1975 (interpretation), in the definitions of “holding company”, “subsidiary” and “wholly owned subsidiary” , for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” .

Section 35 Industrial Common Ownership Act 1976 (c. 78)

In section 2 of the Industrial Common Ownership Act 1976 (common ownership enterprises and co-operative enterprises)—

(a) in subsection (1) (definition of “common ownership enterprise”), in paragraph (b) for “memorandum or articles of association” substitute “ articles of association ” ;

(b) in subsection (5) (interpretation)—

(i) for the definition of “company” substitute—

“ company ” means a company registered under the Companies Act 2006;

(ii) in the closing words (which define “subsidiary”) for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” .

Section 36 Aircraft and Shipbuilding Industries Act 1977 (c. 3)

(1) The Aircraft and Shipbuilding Industries Act 1977 is amended as follows.

(2) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(3) In section 56(1) (interpretation)—

(a) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(b) in the definitions of “holding company” and “subsidiary” , for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” ;

(c) in the definition of “wholly-owned subsidiary” , for “section 736(5)(b) of the Companies Act 1985 and Article 4(5)(b) of the Companies (Northern Ireland) Order 1986” substitute “ section 1159 of the Companies Act 2006 ” .

Section 37 Nuclear Industry (Finance) Act 1977 (c. 7)

In section 3 of the Nuclear Industry (Finance) Act 1977 (expenditure on acquiring shares of certain companies), for “section 736 of the Companies Act 1985” substitute “ section 1159 of the Companies Act 2006 ” .