Corporate Insolvency and Governance Bill (HC Bill 128)

Corporate Insolvency and Governance BillPage 80

(2) References to an enactment in subsection (1) include in particular that
enactment as applied by any other enactment, with or without modifications,
to partnerships, limited liability partnerships or other entities.

Power to amend corporate insolvency or governance legislation: Northern Ireland

26 5Regulations to amend legislation: Northern Ireland

(1) The Department or the Secretary of State may by regulations amend, or modify
the effect of, corporate insolvency or governance legislation so as to—

(a) change the conditions that must be met before a corporate insolvency
or restructuring procedure applies to entities of any description
10(whether by adding, varying or removing any condition),

(b) change the way in which a corporate insolvency or restructuring
procedure applies in relation to entities of any description, or

(c) change or disapply any duty of a person with corporate responsibility
or the liability of such a person to any sanction.

(2) 15Regulations under this section may—

(a) make different provision for different purposes;

(b) make provision binding the Crown.

(3) Regulations under this section must be made in accordance with sections 27 to
33.

(4) 20In sections 27 to 33, “relevant authority” means the Department or the
Secretary of State.

27 Purposes

(1) A relevant authority may only make regulations under section 26(1)(a) or (b) if
satisfied that the regulations are expedient for any of the following purposes—

(a) 25reducing, or assisting in the reduction of, the number of entities
entering into corporate insolvency or restructuring procedures for
reasons relating to the effects of coronavirus on businesses or on the
economy of the United Kingdom;

(b) mitigating or otherwise dealing with the effect on corporate insolvency
30or restructuring procedures of any increase or potential increase in the
number of entities entering into those procedures for the reasons
referred to in paragraph (a);

(c) mitigating difficulties that corporate insolvency or restructuring
procedures might impose on a business in view of—

(i) 35any worsening of the financial position of the business in
consequence of, or for reasons relating to, coronavirus,

(ii) constraints on people’s ability to work, or to be in proximity to
each other, as a result of coronavirus, or

(iii) measures for public health taken in response to coronavirus.

(2) 40A relevant authority may only make regulations under section 26(1)(c) if
satisfied that the regulations are expedient for the purpose of securing that the
duties of persons with corporate responsibility, or the liability of those persons
to any sanction, take due account of the effects of coronavirus on businesses or
on the economy of the United Kingdom.

Corporate Insolvency and Governance BillPage 81

28 Restrictions

(1) Before making regulations under section 26 the relevant authority concerned
must consider the effect of the regulations on persons likely to be affected by
them (for example, debtors, creditors or employees).

(2)
5A relevant authority may only make regulations under section 26 if satisfied—

(a) that the provision made by the regulations is proportionate to the
purpose for which it is made,

(b) that it is not practicable without legislation to bring about the result
intended to be brought about by that provision, and

(c) 10if a Northern Ireland Department or the Secretary of State could make
the same provision in exercise of power under a statutory provision
other than section 26, that doing so would risk not achieving the
purpose for which the regulations are made (because of possible delay
or for any other reason).

(3) 15Regulations under section 26—

(a) may not create a criminal offence or civil penalty (but may modify the
circumstances in which a person is guilty of an existing offence or liable
for an existing civil penalty);

(b) may not make provision so as to impose or increase a fee.

29 20Time-limited effect

(1) Regulations under section 26 must be framed so that any provision made by
them—

(a) has effect only for a period not exceeding six months, or

(b) applies only in relation to circumstances occurring in a period not
25exceeding six months.

(2) This does not prevent further regulations under section 26 from—

(a) making the same provision for, or applying in relation to, subsequent
periods (not exceeding six months at a time);

(b) extending (by up to six months) the period for or in relation to which
30earlier regulations under that section apply.

(3) A relevant authority must keep regulations made by it under section 26 under
review during the period for which they have effect or in relation to which they
apply.

(4) If on such a review the relevant authority is satisfied that that period—

(a) 35is longer than expedient for the purpose for which the regulations were
made, or

(b) has ceased to be proportionate to that purpose,

the relevant authority must by regulations under this subsection revoke or
amend the regulations as appropriate.

(5) 40Regulations under subsection (4) may contain transitional provision or
savings.

30 Expiry

(1) A relevant authority may not make regulations under section 26 after 30 April
2021.

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(2) Where regulations under section 26 are in force on the date specified in
subsection (1), that subsection does not—

(a) affect the continued operation of the regulations, or

(b) prevent the making of further regulations under section 26 on one or
5more occasions, where those further regulations make the same
provision for, or applying in relation to, subsequent periods (not
exceeding six months at a time).

(3) A relevant authority may by regulations substitute a later date for the date for
the time being specified in subsection (1).

(4) 10The power in subsection (3)

(a) may not be exercised so as to substitute a date which is later by more
than a year, but

(b) may be exercised more than once.

31 Consequential provision etc

(1) 15A relevant authority may by regulations make consequential, incidental or
supplementary provision, or transitional provision or savings, in connection
with provision made by regulations under section 26.

(2) Regulations under this section may—

(a) make provision by amending or modifying the effect of any statutory
20provision (including this Act);

(b) make different provision for different purposes;

(c) make provision binding the Crown.

32 Procedure for regulations made by the Department

(1) Any power of the Department to make regulations under sections 26 to 31 is
25exercisable by statutory rule for the purposes of the Statutory Rules (Northern
Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)S.I. 1979/1573 (N.I. 12)).

(2) Regulations made under section 26 by the Department, other than any to which
subsection (5) applies, must be laid before the Assembly as soon as reasonably
practicable after being made.

(3) 30Regulations laid before the Assembly by virtue of subsection (2) cease to have
effect at the end of the period of 40 days beginning with the day on which the
regulations are made, unless during that period the regulations are approved
by a resolution of the Assembly.

(4) In calculating the period of 40 days, no account is to be taken of any time
35during which the Assembly is—

(a) dissolved, or

(b) in recess for more than 4 days, or

(c) adjourned for more than 6 days.

(5) Regulations made by the Department under section 26 which merely revoke
40other regulations under that section (with or without transitional provision),
and regulations made by the Department under section 29(4), are subject to
negative resolution within the meaning of section 41(6) the 1954 Act.

Corporate Insolvency and Governance BillPage 83

(6) Regulations under section 30(3) may not be made by the Department unless a
draft of the regulations has been laid before, and approved by a resolution of,
the Assembly.

(7) Regulations made by the Department under section 31 are subject to negative
5resolution within the meaning of section 41(6) of the 1954 Act, but this does not
apply to any contained in a statutory rule by virtue of subsection (8).

(8) A statutory rule that (in accordance with subsection (2)) is laid before the
Assembly may contain regulations under section 31 that would, but for
subsection (7) and this subsection, be subject to negative resolution within the
10meaning of section 41(6) of the 1954 Act.

(9) Section 41(3) of the 1954 Act applies for the purposes of subsection (6) in
relation to the laying of a draft as it applies in relation to the laying of a
statutory document under an enactment.

(10) In this section—

  • 15“the 1954 Act” means the Interpretation Act (Northern Ireland) 1954 (c. 33
    (N.I.));

  • “the Assembly” means the Northern Ireland Assembly.

33 Procedure for regulations made by the Secretary of State

(1) Regulations made by the Secretary of State under sections 26 to 31 are to be
20made by statutory instrument.

(2) A statutory instrument containing regulations made under section 26 by the
Secretary of State, other than one to which subsection (5)(a) applies, must be
laid before Parliament as soon as reasonably practicable after being made.

(3) Regulations contained in a statutory instrument laid before Parliament by
25virtue of subsection (2) cease to have effect at the end of the period of 40 days
beginning with the day on which the instrument is made, unless during that
period the instrument is approved by a resolution of each House of Parliament.

(4) In calculating the period of 40 days, no account is to be taken of any time
during which—

(a) 30Parliament is dissolved or prorogued, or

(b) both Houses of Parliament are adjourned for more than 4 days.

(5) A statutory instrument containing—

(a) regulations made by the Secretary of State under section 26 which
merely revoke other regulations under that section (with or without
35transitional provision), or

(b) regulations made by the Secretary of State under section 29(4),

is subject to annulment in pursuance of a resolution of either House of
Parliament.

(6) Regulations under section 30(3) may not be made by the Secretary of State
40unless a draft of the statutory instrument containing them has been laid before,
and approved by a resolution of, each House of Parliament.

(7) A statutory instrument containing regulations made by the Secretary of State
under section 31 is subject to annulment in pursuance of a resolution of either
House of Parliament (unless the regulations were contained in a statutory
45instrument laid before Parliament by virtue of subsection (2)).

Corporate Insolvency and Governance BillPage 84

34 Interpretation

(1) In sections 26 to 33 and this section—

  • “coronavirus” means severe acute respiratory syndrome coronavirus 2

    (SARS-CoV-2);

  • 5“corporate insolvency or governance legislation” means—

    (a)

    the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405S.I. 1989/2405
    (N.I. 19)), except so far as relating to the insolvency or
    bankruptcy of individuals,

    (b)

    Part 26A of the Companies Act 2006 (arrangements and
    10reconstructions for companies in financial difficulty),

    (c)

    the Company Directors Disqualification (Northern Ireland)
    Order 2002 (S.I. 2002/3150 (N.I. 4)S.I. 2002/3150 (N.I. 4)),

    (d)

    this Act,

    (e)

    any statutory provision made under the enactments specified in
    15paragraphs (a) to (d),

    (f)

    the Cross-Border Insolvency Regulations (Northern Ireland)
    2007 (S.R. (N.I.) 2007/115), and

    (g)

    after IP completion day, Regulation (EU) 2015/848 on
    insolvency proceedings;

  • 20“corporate insolvency or restructuring procedure” means—

    (a)

    a moratorium under Part 1A of the Insolvency (Northern
    Ireland) Order 1989;

    (b)

    a company voluntary arrangement under Part 2 of that Order
    (including a moratorium under Article 14A of that Order in a
    25case where such a moratorium applies after the coming into
    force of paragraph 26 of Schedule 7);

    (c)

    administration under Part 3 of that Order;

    (d)

    receivership to which Part 4 of that Order applies;

    (e)

    winding up under Part 5 or 6 of that Order;

    (f)

    30the procedure provided for by Part 26A of the Companies Act
    2006;

  • “the Department” means the Department for the Economy in Northern
    Ireland;

  • “person with corporate responsibility” means—

    (a)

    35in relation to a company, a director, manager, secretary or other
    officer of the body,

    (b)

    in relation to a partnership or limited liability partnership, a
    partner or member, and

    (c)

    in relation to any other entity, a person with responsibility for
    40managing the entity;

  • “relevant authority” has the meaning given by section 26(4);

  • “statutory provision” has the meaning given by section 1(f) of the
    Interpretation Act (Northern Ireland) 1954 (c. 33 (N.I.)).

(2) References to an enactment in subsection (1) include in particular that
45enactment as applied by any other enactment, with or without modifications,
to partnerships, limited liability partnerships or other entities.

(3) In this section “enactment” includes an enactment contained in Northern
Ireland legislation or an instrument made under Northern Ireland legislation.

Corporate Insolvency and Governance BillPage 85

Meetings and filings

35 Meetings of companies and other bodies

Schedule 14 makes provision about meetings of companies and other bodies.

36 Temporary extension of period for public company to file accounts

(1) 5This section applies where (but for this section) the period allowed for the
directors of a public company to comply with their obligation under section
441 of the Companies Act 2006 to deliver accounts and reports for a financial
year to the registrar would end—

(a) after 25 March 2020, and

(b) 10before the relevant day.

(2) The period allowed for the directors to comply with that obligation is to be
taken to be (and always to have been) a period that ends with the relevant day.

(3) The relevant day is whichever is the earlier of—

(a) 30 September 2020, and

(b) 15the last day of the period of 12 months immediately following the end
of the relevant accounting reference period.

(4) Expressions used in this section and section 442 of the Companies Act 2006
(period allowed for filing accounts) have the same meaning in this section as in
that section.

37 20Temporary power to extend periods for providing information to registrar

(1) The Secretary of State may by regulations provide that any provision listed in
section 38 is to have effect as if for a reference in the provision to a period of
days or months (“the existing period”) there were substituted a reference to
such longer period (“the substituted period”) as is specified in the regulations.

(2) 25The substituted period must not exceed—

(a) 42 days, in a case where the existing period is 21 days or fewer, and

(b) 12 months, in a case where the existing period is 3, 6 or 9 months.

(3) The power conferred by this section may not be exercised in relation to a
reference to a period of 12 months.

(4) 30Regulations under this section may make—

(a) different provision for different purposes;

(b) consequential, incidental or supplementary provision (including
provision modifying an enactment);

(c) transitional provision or savings.

(5) 35In subsection (4) “enactment” includes an Act of the Scottish Parliament and an
instrument made under such an Act.

(6) Regulations under this section are to be made by statutory instrument.

(7) A statutory instrument containing regulations under this section is subject to
annulment in pursuance of a resolution of either House of Parliament.

(8) 40This section expires at the end of the day on 5 April 2021.

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(9) The expiry of this section does not affect the continued operation of any
regulations made under this section for the purpose of determining the length
of any period that begins before the expiry.

38 Section 37: the listed provisions

5The provisions referred to in section 37(1) are—

(a) section 9 of the Limited Partnerships Act 1907 (registration of changes
to a limited partnership);

(b) section 466 of the Companies Act 1985 (registration of alteration to a
floating charge);

(c) 10section 9 of the Limited Liability Partnerships Act 2000 (notice of
membership changes);

(d) regulation 80C of the European Public Limited-Liability Company
Regulations 2004 (S.I. 2004/2326S.I. 2004/2326) (notice of change in members of the
supervisory organ);

(e) 15the following sections of the Companies Act 2006—

  • section 87 (notice of change of address of registered office);

  • section 114 (notice of place where register of members is kept);

  • section 162 (notice of place where register of directors is kept);

  • section 167 (notice of change in directors etc);

  • 20section 275 (notice of place where register of secretaries is kept);

  • section 276 (notice of change in secretaries etc);

  • section 442 (period allowed for filing accounts);

  • section 790M (register of people with significant control);

  • section 790N (notice of place where PSC register is kept);

  • 25section 790VA (notice of change to the PSC register);

  • section 853A(1) (confirmation statements);

  • section 859A (registration of charge);

  • section 859B (registration of charge contained in debentures);

  • section 859Q (notice of place where copies of instruments creating
    30charges are kept);

(f) the following provisions of the Scottish Partnerships (Register of
People with Significant Control) Regulations 2017 (S.I. 2017/694S.I. 2017/694)—

  • regulation 7 (notice of change to the registration information);

  • regulation 8 (notice of ceasing to be a Scottish qualifying
    35partnership);

  • the provisions of Part 5 (duties to deliver information);

  • regulation 35 (confirmation statements).

Powers to change periods

39 Power to change duration of temporary provisions: Great Britain

(1) 40The Secretary of State may by regulations made by statutory instrument
amend a relevant provision so as to—

(a) curtail the period for the time being specified in that provision, or

(b) prolong that period by up to six months.

(2) In this section “relevant provision” means—

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(a) section 10(2),

(b) section 13(2),

(c) paragraph 1 of Schedule 4, or

(d) paragraph 1(3) or 21(1) of Schedule 10.

(3) 5A statutory instrument containing regulations made under subsection (1)(a) is
subject to annulment in pursuance of a resolution of either House of
Parliament.

(4) A statutory instrument containing regulations made under subsection (1)(b)
must be laid before Parliament as soon as reasonably practicable after being
10made.

(5) Subsection (4) does not apply if a draft of the statutory instrument has been laid
before and approved by a resolution of each House of Parliament.

(6) Regulations contained in a statutory instrument laid before Parliament by
virtue of subsection (4) cease to have effect at the end of the period of 40 days
15beginning with the day on which the instrument is made, unless during that
period the instrument is approved by a resolution of each House of Parliament.

(7) In calculating the period of 40 days, no account is to be taken of any time
during which—

(a) Parliament is dissolved or prorogued, or

(b) 20both Houses of Parliament are adjourned for more than 4 days.

(8) Where regulations relating to any relevant provision cease to have effect as a
result of subsection (6), the period specified in the relevant provision ends—

(a) at the time it would have ended under the relevant provision if the
regulations had not been made, or

(b) 25if later, at the end of the period of 40 days mentioned in subsection (6).

(9) Where regulations cease to have effect as a result of subsection (6) that does not
prevent the making of new regulations.

(10) Regulations under this section may make—

(a) different provision for the purposes of different relevant provisions;

(b) 30consequential, transitional or transitory provision or savings.

40 Power to change duration of temporary provisions: Northern Ireland

(1) The Department may by regulations amend a relevant provision so as to—

(a) curtail the period for the time being specified in that provision, or

(b) prolong that period by up to six months.

(2) 35In this section “relevant provision” means—

(a) section 11(2),

(b) section 17(2),

(c) paragraph 1 of Schedule 8, or

(d) paragraph 1(3) or 18(1) of Schedule 11.

(3) 40Regulations under subsection (1)(a) are subject to negative resolution within
the meaning of section 41(6) of the Interpretation Act (Northern Ireland) 1954
(c. 33 (N.I.)).

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(4) Regulations under subsection (1)(b) must be laid before the Assembly as soon
as reasonably practicable after being made.

(5) Subsection (4) does not apply if a draft of the regulations has been laid before,
and approved by a resolution of, the Assembly.

(6) 5Section 41(3) of the Interpretation Act (Northern Ireland) 1954 applies for the
purposes of subsection (5) in relation to the laying of a draft as it applies in
relation to the laying of a statutory document under an enactment.

(7) Regulations laid before the Assembly by virtue of subsection (4) cease to have
effect at the end of the period of 40 days beginning with the day on which the
10regulations are made, unless during that period the regulations are approved
by a resolution of the Assembly.

(8) In calculating the period of 40 days, no account is to be taken of any time
during which the Assembly is—

(a) dissolved,

(b) 15in recess for more than 4 days, or

(c) adjourned for more than 6 days.

(9) Where regulations cease to have effect as a result of subsection (7), the period
specified in the relevant provision ends—

(a) at the time it would have ended under the relevant provision if the
20regulations had not been made, or

(b) if later, at the end of the period of 40 days mentioned in subsection (7).

(10) Where regulations cease to have effect as a result of subsection (7) that does not
prevent the making of new regulations.

(11) Regulations under this section may make—

(a) 25different provision for the purposes of different relevant provisions;

(b) consequential, transitional or transitory provision or savings.

(12) The power of the Department to make regulations under this section is
exercisable by statutory rule for the purposes of the Statutory Rules (Northern
Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)S.I. 1979/1573 (N.I. 12)).

(13) 30In this section—

  • “the Assembly” means the Northern Ireland Assembly;

  • “the Department” means the Department for the Economy in Northern
    Ireland.

Implementation of insolvency measures

41 35Modified procedure for regulations of the Secretary of State

(1) During the period of six months beginning with the day on which this section
comes into force, any relevant provision that may be made by the Secretary of
State by regulations that are subject to the affirmative resolution procedure
may be made by regulations that are subject to the negative resolution
40procedure.

(2) In subsection (1) “relevant provision” means—

(a) provision under section A49(1) or (4) of the Insolvency Act 1986 (power
to modify moratorium provisions in relation to certain companies);

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(b) provision under paragraph 20 of Schedule ZA1 to the Insolvency Act
1986 to exclude private registered providers of social housing from
being eligible companies for the purposes of Part A1 of that Act;

(c) provision under section 14 or 16 of the Limited Liability Partnerships
5Act 2000 (insolvency etc and power to make consequential
amendments) to the extent that the provision is made in connection
with the application of Part A1 of the Insolvency Act 1986 to limited
liability partnerships that are registered providers of social housing;

(d) provision under section 245 of the Charities Act 2011 (insolvency etc of
10charitable incorporated organisations etc) to the extent that the
provision applies, or is otherwise made in connection with, the new
insolvency measures.

(3) During the period of six months beginning with the day on which this section
comes into force, the consultation duty in section 348(4) of the Charities Act
152011 does not apply in relation to regulations under section 245 of that Act to
the extent that they contain provision which applies, or is otherwise made in
connection with, the new insolvency measures.

(4) In subsections (2) and (3) “the new insolvency measures” means the provision
made by—

(a) 20sections 1 to 3 and Schedules 1 to 4 (moratorium);

(b) sections 12 and 13 and Schedule 12 (termination clauses in supply
contracts).

(5) For the purposes of this section —

(a) “regulations that are subject to the affirmative resolution procedure”
25means regulations that may not be made unless a draft of the statutory
instrument containing them has been laid before and approved by a
resolution of each House of Parliament;

(b) “regulations that are subject to the negative resolution procedure”
means regulations contained in a statutory instrument that is subject to
30annulment in pursuance of a resolution of either House of Parliament.

42 Modified procedure for regulations of the Welsh Ministers

(1) During the period of six months beginning with the day on which this section
comes into force, any relevant provision that may be made by the Welsh
Ministers by regulations that are subject to the affirmative resolution
35procedure may be made by regulations that are subject to the negative
resolution procedure.

(2) In subsection (1) “relevant provision” means—

(a) provision under section A49(2) of the Insolvency Act 1986 (power to
modify moratorium provisions in relation to certain companies);

(b) 40provision under paragraph 21 of Schedule ZA1 to the Insolvency Act
1986 (exclusion of registered social landlords from eligibility under Part
A1 of that Act);

(c) provision under section 247A of the Charities Act 2011 (regulations
about moratoriums for charitable incorporated organisations that are
45registered social landlords).

(3) During the period of six months beginning with the day on which this section
comes into force, the consultation duty in section 247A(6) of the Charities Act
2011 does not apply in relation to regulations under section 247A of that Act.