Annex A - Territorial extent and application in the United Kingdom
This table summarises the territorial extent and application for the clauses in the Bill. The territorial extent of the Bill is, variously, the United Kingdom; England and Wales and Scotland; England and Wales only; Scotland only; or Northern Ireland only. 1
|
Provision |
Extends to E & W and applies to England? |
Extends to E & W and applies to Wales? |
Extends and applies to Scotland? |
Extends and applies to Northern Ireland? |
Would corresponding provision be within the competence of the National Assembly for Wales? |
Would corresponding provision be within the competence of the Scottish Parliament? |
Would corresponding provision be within the competence of the Northern Ireland Assembly? |
Legislative Consent Motion needed? |
|---|---|---|---|---|---|---|---|---|
|
Moratorium Clause 1 Clause 2, 3 and Schedule 1, 2, 3, 4 Clause 4, 5, 6 and Schedule 5, 6, 7, 8 |
Yes Yes No |
Yes Yes No |
Yes Yes No |
Yes (in part) No Yes |
N/A N/A N/A |
N/A N/A N/A |
N/A N/A N/A |
Yes (S) Yes (S) Yes (NI) |
|
Reconstruction Clause 7 and Schedule 9 |
Yes |
Yes |
Yes |
Yes |
N/A |
N/A |
N/A |
Yes (NI) |
|
Winding-up petitions Clause 8 and Schedule 10 Clause 9 |
Yes No |
Yes No |
Yes No |
No Yes |
N/A N/A |
N/A N/A |
N/A N/A |
Yes (S) Yes (NI) |
|
Wrongful trading Clause 10 Clause 11 |
Yes No |
Yes No |
Yes No |
No Yes |
N/A N/A |
N/A N/A |
N/A N/A |
No Yes (NI) |
|
Termination clauses Clauses 12, 13 and Schedule 12 Clauses 14 - 17 |
Yes No |
Yes No |
Yes No |
No Yes |
N/A N/A |
N/A N/A |
N/A N/A |
Yes (S) Yes (NI) |
|
Power to amend Clauses 18 – 22 Clause 23 - 25 Clauses 26 - 34 |
Yes Yes No |
Yes Yes No |
Yes Yes No |
No Yes Yes |
N/A N/A N/A |
N/A N/A N/A |
N/A N/A N/A |
Yes (S) No Yes (NI) |
|
Meetings and filings Clause 35 and Schedule 14 Clauses 36, 37, 38 |
Yes Yes |
Yes Yes |
Yes Yes |
Yes Yes |
N/A N/A |
N/A N/A |
N/A N/A |
Yes (S - CIOs), (NI - certain mutual societies) No |
|
Powers to change periods Clause 39 Clause 40 |
Yes No |
Yes No |
Yes No |
No Yes |
N/A N/A |
N/A N/A |
N/A N/A |
Yes (S) Yes (NI) |
|
Implementation of insolvency measures Clause 41 Clause 42 Clause 43 |
Yes No No |
Yes Yes No |
Yes No Yes |
No No No |
N/A N/A N/A |
N/A N/A N/A |
N/A N/A N/A |
No No Yes |
|
General Clause 44 |
Yes |
Yes |
Yes |
Yes |
N/A |
N/A |
N/A |
No |
Subject matter and legislative competence of devolved legislatures
The provisions in Clauses 1, 2 and 3 and Schedules 1 - 4 extend to Great Britain. In Clause 1, the inserted sections A49(4) to (6) and A53 by necessary implication extend also to Northern Ireland. These measures introduce a new moratorium provision to give companies breathing space from their creditors whilst they seek a rescue. The measures themselves do not engage any legislative consent process. However, powers are granted to both Scottish and Welsh Ministers (by clause A49, Schedule 1 and further amendments in Schedule 3). The powers relate to registered social landlords under the Housing Act 1996 (for which powers are given to Welsh Ministers to make provision under the law of England and Wales) and under the Housing (Scotland) Act 2010) (for which powers are given to Scottish Ministers to make provision under the law of Scotland) in relation to the reserved matter of the moratorium. A regulation making power for the Secretary of State to make any provision appropriate in view of the use of those powers extends to Great Britain and Northern Ireland.
The provisions in clauses 4 to 6 and Schedules 5 to 8 extend to Northern Ireland. They make provision corresponding to that made for Great Britain by clause 1 to 3 and Schedules 1 to 4. Insolvency is a transferred matter in relation to Northern Ireland, and these Northern Ireland provisions of the Bill engage the legislative consent process.
Clause 7 and Schedule 9 extend to Great Britain and Northern Ireland. These measures will allow struggling companies, or their creditors, to propose a new restructuring procedure under Part 26A of the Companies Act 2006. The measures will introduce a "cross-class" cram down provision that will allow dissenting classes of creditors to be overruled and bound to the plan.
Clause 8 and Schedule 10 extend to Great Britain. These measures temporarily preventing a company being wound-up on the basis of an unpaid statutory demand served during the period of the COVID-19 outbreak. It also provides a temporary requirement that prevents a company being wound-up on the grounds that it is unable to pay its debts where the company’s financial position is due to the COVID-19 outbreak. This provision also falls within the "floating charge" exception since it will contain provision to extend the period in which steps may be taken in respect of transactions, (including the creation of a floating charge) that took place within a specified period before the start of winding-up. It engages the legislative consent process.
Clause 9 and Schedule 11 extend to Northern Ireland, and make provision corresponding to that made by clause 8 and Schedule 10. As they relate to insolvency, which is a transferred matter in relation to Northern Ireland, they engage the legislative consent process.
Clause 10 extends to Great Britain. It temporarily removes the threat of personal liability for wrongful trading from directors who try to keep their companies afloat through the COVID-19 emergency.
Clause 11 extends to Northern Ireland and makes provision corresponding to that made by Clause 10. As it relates to insolvency, which is a transferred matter in relation to Northern Ireland, it engages the legislative consent process.
Clauses 12 and 13 and Schedule 12 extend to Great Britain. These measures prohibit termination and other clauses that engage on insolvency, so preventing suppliers from making payment of outstanding sums a condition of supply while a company is going through a rescue process. This measure (which applies in administrative receivership and as such falls within the exception of "Floating charges and receivers") engages the legislative consent process.
Clauses 14 to 17 and Schedule 13 extend to Northern Ireland. Clause 16 and 17 and Schedule 13 make provision corresponding to that made by Clauses 12 and 13 and Schedule 12. Clauses 14 and 15 make provision corresponding to provision already made for Great Britain. As these Northern Ireland provisions relate to insolvency, which is a transferred matter in relation to Northern Ireland, they engage the legislative consent process.
Clauses 26 to 34 extend to Northern Ireland and give power to amend aspects of company and insolvency law. Those are transferred matters in relation to Northern Ireland and, although it has been agreed by the Northern Ireland Executive that no LCM is required in relation to amendments of company law, the legislative consent process is engaged so far as the clauses relate to insolvency law.
The provisions in Clauses 35 and Schedule 14 extend to the whole of the United Kingdom. In relation to Wales, the provisions deal with reserved matters. In relation to Scotland, the provisions concern reserved matters except insofar as they apply to Charitable Incorporated Organisations and in respect of which it has been agreed that an LCM will be taken forward. In relation to Northern Ireland, company law is a transferred matter and so is within the legislative competence of the Northern Ireland Assembly, but it has been agreed by the Northern Ireland Executive that no LCM is required. The provisions also concern transferred matters insofar as they apply to certain mutual societies, being cooperatives, community benefit societies and credit unions, and in respect of which it has been agreed that an LCM will be taken forward. There are no Charitable Incorporated Organisations in Northern Ireland.
The provisions in Clauses 36, 37 and 38 extend to the whole of the United Kingdom. In relation to Northern Ireland, company law is a transferred matter and so within the legislative competence of the Northern Ireland Assembly, but it has been agreed with by the Northern Ireland Executive that no LCM is required.
Clause 40 extends to Northern Ireland and gives power to amend periods specified in certain Northern Ireland provisions of the Bill relating primarily to insolvency. As insolvency law is a transferred matter, the clause engages the legislative consent process.
Clause 44 extends throughout the United Kingdom but, as a power to make only consequential amendments of legislation, it does not engage the legislative consent process.
1 References in this Annex to a provision being within the legislative competence of the Scottish Parliament, the National Assembly for Wales or the Northern Ireland Assembly are to the provision being within the legislative competence of the relevant devolved legislature for the purposes of Standing Order No. 83J of the Standing Orders of the House of Commons relating to Public Business.