The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019

• Citation: S.I. 2019/348
• Sections: 96

Section 1 Citation, commencement and extent

These Regulations may be cited as the Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019.

Section 2

These Regulations come into force on exit day .

Section 3

Any amendment or revocation made by these Regulations has the same extent as the enactment to which the amendment or revocation relates.

Section 4 Interpretation

In these Regulations, “ the Act ” means the Companies Act 2006 .

Section 5 Revocations

The following instruments are revoked to the extent specified—

(a) the Companies (Cross-Border Mergers) Regulations 2007 in their entirety;

(b) the Companies (Cross-Border Mergers) (Amendment) Regulations 2008 in their entirety;

(c) Part 4 (Amendments to the Companies (Cross-Border Mergers) Regulations 2007) of the Companies (Reporting Requirements in Mergers and Divisions) Regulations 2011 ;

(d) the Companies (Cross-Border Mergers) (Amendment) Regulations 2015 in their entirety; and

(e) the Commission Implementing Regulation (EU) 2015/884 of 8 June 2015 establishing technical specifications and procedures required for the system of interconnection of registers established by Directive 2009/101/EC of the European Parliament and of the Council in its entirety.

Section 6 Amendments to the Act

Schedule 1 (which contains amendments to the Act) has effect.

Section 7 Amendments to secondary legislation

Schedule 2 (which contains amendments to secondary legislation) has effect.

Section 8 Consequential amendments

Schedule 3 (which contains consequential amendments) has effect.

Section 9 Transitional provisions

Schedule 4 (which contains transitional provisions) has effect.

Section 1

The Act is amended in accordance with this Schedule.

Section 2 Amendment to Part 8 – a company's members

In section 141(2)(b) (subsidiary acting as authorised dealer in securities), for “regulated market” substitute “ UK regulated market ” .

Section 3 Amendment to Part 9 – exercise of members' rights

In section 146(1) (traded companies: nomination of persons to enjoy information rights), for “regulated market” substitute “ UK regulated market or an EU regulated market ” .

Section 4 Amendment to Part 10 – a company's directors

In section 164 (particulars of directors to be registered: corporate directors and firms), for paragraph (c) substitute—

(c) in the case of a limited company that is a UK-registered company, the registered number;

Section 5 Amendment to Part 12 – company secretaries

In section 278(1) (particulars of secretaries to be registered: corporate secretaries and firms), for paragraph (c) substitute—

(c) in the case of a limited company that is a UK-registered company, the registered number;

Section 6 Amendment to Part 13 – resolutions and meetings

In section 360C(b) (meaning of “traded company”) , for “regulated market in an EEA State” substitute “ UK regulated market or an EU regulated market ” .

Section 7 Amendments to Part 14 – control of political donations and expenditure

In section 363 (political parties, organisations etc to which Part 14 applies)—

(a) for subsection (1) substitute—

(1) This Part applies to a political party if it is registered under Part 2 of the Political Parties, Elections and Referendums Act 2000 (c. 41).

(b) in subsections (2)(b) and (3), omit “or another member State”.

Section 8 Amendments to Part 14 – control of political donations and expenditure

In section 365(1)(b)(ii) (meaning of “political expenditure”), for “a member state” substitute “ the United Kingdom ” .

Section 9 Amendments to Part 17 – a company's share capital

In section 562(3)(a) (communication of pre-emption offers to shareholders), for “an EEA State”, in both places it occurs, substitute “ the United Kingdom or an EEA State ” .

Section 10 Amendments to Part 21A – information about people with significant control

In section 790B(1)(a) (companies to which Part 21A applies) , for “regulated market which is situated in an EEA State” substitute “ UK regulated market or an EU regulated market ” .

Section 11 Amendments to Part 21A – information about people with significant control

In section 790C(7)(b) (key terms) , for the words from “regulated market” to the end substitute “ UK regulated market or an EU regulated market, ” .

Section 12 Amendment to Part 23 – distributions

In section 832(5)(a) (distributions by investment companies out of accumulated revenue profits) , for “regulated market” substitute “ UK regulated market ” .

Section 13 Amendment to Part 24 – annual confirmation of accuracy of information on register

In section 853E(6) (duty to notify trading status of shares) , in paragraph (b) of the definition of “relevant market”, for “regulated market” substitute “ UK regulated market or an EU regulated market ” .

Section 14 Amendment to Part 34 – overseas companies

In section 1047 (registered name of overseas company)—

(a) omit subsection (3);

(b) in subsection (4)—

(i) omit “In any other case,”;

(ii) after paragraph (b), insert—

(ba) section 57 (permitted characters etc);

(c) omit subsection (5);

(d) in subsection (6) omit “or (5)”.

Section 15 Amendments to Part 35 – the registrar of companies

In section 1068(5) (registrar's requirements as to form, authentication and manner of delivery), for “as from 1st January 2007 all documents subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ” .

Section 16 Amendments to Part 35 – the registrar of companies

In section 1077(1) (public notice of receipt of certain documents), for “subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ” .

Section 17

In section 1078 (documents subject to Directive disclosure requirements)—

(a) for the heading substitute “ Enhanced disclosure documents ” ;

(b) in subsection (1)—

(i) for the first sentence, substitute “ The enhanced disclosure documents are as follows. ” ;

(ii) omit the second sentence;

(c) in subsection (4)(a), for “subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ” .

Section 18

In section 1079(4)(b) (effect of failure to give public notice), for “a document subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ” .

Section 19

Omit section 1079A (provision of information for publication on European e-Justice portal) .

Section 20

In section 1080(3) (the register), for “documents subject to the Directive disclosure requirements (see section 1078) that are delivered to the registrar on or after 1st January 2007” substitute “ an enhanced disclosure document (see section 1078) delivered to the registrar, ” .

Section 21

In section 1086(2) (right to copy of material on the register), for “a document subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ” .

Section 22

In section 1089(2) (form of application for inspection or copy), for “As from 1st January 2007, applications in respect of documents subject to the Directive disclosure requirements” substitute “ Applications in respect of an enhanced disclosure document ” .

Section 23

In section 1090(2) (form and manner in which copies to be provided), for “As from 1st January 2007, copies of documents subject to the Directive disclosure requirements” substitute “ Copies of an enhanced disclosure document ” .

Section 24

In section 1091(5) (certification of copies as accurate), for “documents that are subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ” .

Section 25

In section 1098(1) (public notice of removal of certain material from the register), for “any document subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ” .

Section 26 Amendments to Part 38 – companies: interpretation

In section 1173(1) (minor definitions: general), for the definition of “transferable securities” substitute—

“ transferable securities ” has the meaning given by Article 2.1.24 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;

Section 27 Amendments to Schedule 8 – index of defined expressions

Schedule 8 (index of defined expressions) is amended as follows—

(a) omit the entry for “Directive disclosure requirements”;

(b) at the appropriate place insert—

Section 1 The Companies (Political Expenditure Exemption) Order 2007

The Companies (Political Expenditure Exemption) Order 2007 is amended in accordance with paragraph 2.

Section 2 The Companies (Political Expenditure Exemption) Order 2007

In article 3(1)(b) (description of political expenditure), for “a member state” substitute “ the United Kingdom ” .

Section 3 The Overseas Companies Regulations 2009

The Overseas Companies Regulations 2009 are amended in accordance with paragraphs 4 to 8.

Section 4 The Overseas Companies Regulations 2009

In regulation 2 (interpretation), omit the definition of “First Company Law Directive”.

Section 5

In regulation 6 (particulars of the company)—

(a) at the end of paragraph (1)(e), omit “and”;

(b) after paragraph (1)(f), insert—

(g) the law under which the company is incorporated,

(h) in the case of a company to which Chapter 2 of Part 5 or Chapter 2 of Part 6 applies (requirements to prepare and disclose accounts under parent law), the period for which the company is required by its parent law to prepare accounts, together with the period allowed for the preparation and public disclosure (if any) of accounts for such a period, and

(i) unless disclosed by the company's constitution (see regulation 8)—

(i) the address of its principal place of business in its country of incorporation or, if applicable, its registered office,

(ii) its objects, and

(iii) the amount of its issued share capital.

(c) omit paragraph (2);

(d) omit paragraph (3)(b)(iii);

(e) in paragraph (3)(b)(iv), omit “in any other case”;

(f) omit paragraph (4)(b)(iii);

(g) in paragraph (4)(b)(iv), omit “in any other case”.

Section 6

In regulation 63 (particulars to appear in business letters, order forms and websites)—

(a) in paragraph (1), for “paragraph (2)” substitute “ paragraph (4) ” ;

(b) omit paragraphs (2) and (3);

(c) in paragraph (5), omit the words “which is not incorporated in an EEA state”.

Section 7

In regulation 76 (documents subject to Directive disclosure requirements)—

(a) for the heading substitute “ Enhanced disclosure documents ” ;

(b) in the opening words before paragraph (a), for “documents subject to Directive disclosure requirements” substitute “ enhanced disclosure documents ” .

Section 8

In Schedule 2 (conditions for permitted disclosure)—

(a) in paragraph 3—

(i) in sub-paragraph (a), after “business” insert “ in the United Kingdom or ” ;

(ii) in sub-paragraph (b), for “European Economic Area” substitute “ area comprising the United Kingdom and the European Economic Area ” ;

(b) in paragraph 6—

(i) in sub-paragraph (1)(a), omit “or in another EEA State”;

(ii) in sub-paragraph (1)(b)(ii), for “data protection obligations” substitute “ obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018 ) ” ;

(iii) omit sub-paragraph (2);

(c) in paragraph 7(b), omit from “, or in any legislation of another EEA State implementing Directive 2015/849/EU” to the end;

(d) in paragraph 8, omit “or in another EEA State”;

(e) in paragraph 9, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ” ; and

(f) in paragraph 11, in the definition of “public function”, omit paragraph (b).

Section 9 The Companies (Disclosure of Address) Regulations 2009

The Companies (Disclosure of Address) Regulations 2009 are amended in accordance with paragraph 10.

Section 10 The Companies (Disclosure of Address) Regulations 2009

In Schedule 2 (conditions for permitted disclosure)—

(a) in paragraph 3—

(i) in sub-paragraph (a), after “European Economic Area” insert “ or in the United Kingdom ” ;

(ii) in sub-paragraph (b), for “European Economic Area” substitute “ area comprising the United Kingdom and the European Economic Area ” ;

(b) in paragraph 6—

(i) in sub-paragraph (1)(a), omit “or in another EEA State”;

(ii) in sub-paragraph (1)(b)(ii), for “data protection obligations” substitute “ obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018) ” ;

(iii) omit sub-paragraph (2);

(c) in paragraph 7(b), omit from “, or in any legislation of another EEA State implementing Directive 2015/849/EU” to the end;

(d) in paragraph 8, omit “or in another EEA State”;

(e) in paragraph 9, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ” ;

(f) in paragraph 11, in the definition of “public function”, omit paragraph (b).

Section 11 The Companies (Disclosure of Date of Birth Information) Regulations 2015

The Companies (Disclosure of Date of Birth Information) Regulations 2015 are amended in accordance with paragraph 12.

Section 12 The Companies (Disclosure of Date of Birth Information) Regulations 2015

In Schedule 2 (conditions for permitted disclosure)—

(a) in paragraph 3—

(i) in sub-paragraph (a), after “European Economic Area” insert “ or in the United Kingdom ” ;

(ii) in sub-paragraph (b), for “European Economic Area” substitute “ area comprising the United Kingdom and the European Economic Area ” ;

(b) in paragraph 6—

(i) in sub-paragraph (1)(a), omit “or in another EEA State”;

(ii) in sub-paragraph (1)(b)(ii), for “data protection obligations” substitute “ obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018) ” ;

(iii) omit sub-paragraph (2);

(c) in paragraph 7(b), omit from “, or in any legislation of another EEA State implementing Directive 2015/849/EU” to the end;

(d) in paragraph 8, omit “or in another EEA State”;

(e) in paragraph 9, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ” ;

(f) in paragraph 11, in the definition of “public function”, omit paragraph (b).

Section 13 The Register of People with Significant Control Regulations 2016

The Register of People with Significant Control Regulations 2016 are amended in accordance with paragraph 14.

Section 14 The Register of People with Significant Control Regulations 2016

In Schedule 4 (conditions for permitted disclosure)—

(a) in paragraph 2—

(i) in sub-paragraph (a), after “business” insert “ in the United Kingdom or ” ; and

(ii) in sub-paragraph (b), for “European Economic Area” substitute “ area comprising the United Kingdom and the European Economic Area ” ;

(b) in paragraph 6—

(i) in sub-paragraph (a), omit “or in another EEA State”;

(ii) sub-paragraph (b)(ii), for “data protection obligations” substitute “ obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018) ” ;

(c) in paragraph 8—

(i) at the end of sub-paragraph (b)(i), insert “ or ” ;

(ii) omit sub-paragraph (b)(iii), and the “or” before it;

(d) in paragraph 9, omit “or in another EEA State”;

(e) in paragraph 10, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ” ;

(f) in paragraph 12A(b), for “data protection obligations” substitute “obligations under the data protection legislation (as defined in section 3 of the Data Protection Act 2018);

(g) in paragraph 12F, in sub-paragraphs (a) and (b), for “European Economic Area” substitute “ United Kingdom ” ;

(h) omit paragraph 13(b)(ii);

(i) omit paragraph 14.