Deregulation Bill (HL Bill 58)

(8) In subsection (12) (effect of arbitrator’s award made after “the relevant
time”)—

(a) after “award of an arbitrator” insert “or (as the case may be) the
determination of a third party”;

(b) 5after “award” (in the second place where it occurs) insert “or
determination”.

(9) In the sidenote, after “Arbitration” insert “or third party determination”.

17 In section 74 (supplementary provisions with respect to compensation:
termination of tenancy of part of holding), in subsection (2)(b) (matters to be
10taken into consideration by arbitrator assessing amount of compensation
payable to tenant), after “arbitrator” insert “or (as the case may be) the third
party appointed under section 84A below”.

18 In section 75 (compensation where reversionary estate in holding is
severed), in subsection (2)—

(a) 15after “arbitrator” (in the first place where it occurs) insert “or (as the
case may be) the third party”;

(b) after “awarded” insert “or determined by third party
determination”;

(c) after “award” insert “or determination”;

(d) 20after “arbitrator” (in the second place where it occurs) insert “or third
party”.

19 In section 80 (power of Tribunal to direct holding to be treated as market
garden), after subsection (7) insert—

“(7A) Notwithstanding the provision made by subsection (7) above for
25rents to be settled by arbitration, the landlord and tenant may instead
refer those rents to be settled by third party determination under this
Act.”

20 (1) Section 83 (settlement of claims on termination of tenancy) is amended as
follows.

(2) 30After subsection (1) (determination by arbitration of claims arising under the
Act etc on or out of the termination of the tenancy) insert—

“(1A) Notwithstanding subsection (1) above, but subject to the provisions
of subsections (2) and (3) below, the tenant and landlord may instead
refer for third party determination under this Act any such claim as
35is mentioned in subsection (1).”

(3) For subsections (4) and (5) (8 month period from the termination of the
tenancy within which the landlord and tenant may settle a claim by
agreement in writing before it is determined by arbitration) substitute—

“(4) An arbitrator may not be appointed under section 84(2) below to
40determine a claim which has become enforceable by virtue of the
service of a notice under subsection (2) above before the expiry of
eight months from the termination of the tenancy.”

21 After section 84 (arbitrations) insert—

“84A Third party determinations

(1) Parties who wish to refer a matter for third party determination
under this Act must jointly appoint a third party to determine the
5matter.

(2) Parties may not under subsection (1) jointly appoint a third party to
determine a matter once an arbitrator has been appointed to
determine the matter under section 84(2).

(3) Any matter which by or by virtue of this Act or regulations made
10under this Act may be determined by third party determination
under this Act is to be treated as having been referred for third party
determination under this Act once an appointment has been made
under subsection (1).

(4) References to “third party determination under this Act” are to the
15determination of a matter by the third party appointed under
subsection (1) or a replacement third party jointly appointed by the
parties on a termination of the earlier appointment and references to
a “third party”, in the context of such a determination, are to the third
party so appointed.

(5) 20If a third party appointed under this section to determine a matter
dies, or is incapable of acting, the parties may (instead of appointing
a replacement) agree to proceed as if they had not referred the matter
for third party determination under this Act.

(6) A matter that has been referred for third party determination under
25this Act may not be determined by arbitration under this Act except
by virtue of subsection (5).

(7) Where by virtue of this Act compensation under an agreement is to
be substituted for compensation under this Act for improvements or
for any such matters as are specified in Part 2 of Schedule 8 to this
30Act, the third party must award compensation in accordance with
the agreement instead of in accordance with this Act.”

22 In section 85 (enforcement), in subsection (1) (recovery of unpaid amount by
county court proceedings), for “or awarded” substitute “, awarded or
determined by third party determination”.

23 (1) 35Section 86 (power of landlord to obtain charge on holding) is amended as
follows.

(2) In subsection (2) (provision for landlord to request arbitrator to certify
amount of compensation and term for which charge may properly be made),
in the opening words—

(a) 40after “arbitration” insert “or third party determination”;

(b) after “arbitrator” insert “or (as the case may be) the third party”.

(3) In subsection (3) (landlord acting as trustee etc: ability to obtain order
charging the holding with repayment of sums to be paid by the landlord
under the Act)—

(a) 45for “or awarded” (in the first place where it occurs) substitute “,
awarded or determined by third party determination”;

(b) after “awarded” (in the second place where it occurs) insert “or
determined by third party determination”.

24 In section 96 (interpretation), in subsection (1), at the relevant place insert—

• “ “third party” and “third party determination” have the
  5meaning given by section 84A(4) above;”.

25 (1) Schedule 2 (arbitration of rent: provisions supplementary to section 12) is
amended as follows.

(2) In paragraph 1(3) (amount of rent: arbitrator determining current level of
rents for comparable lettings)—

(a) 10after “arbitrator” insert “or (as the case may be) the third party”;

(b) after “arbitration” insert “or third party determination”.

(3) In paragraph 2(1) (amount of rent: duty of arbitrator to disregard increase in
rental value due to certain improvements), after “arbitrator” insert “or (as
the case may be) the third party”.

(4) 15In paragraph 3 (amount of rent: other duties of arbitrator)—

(a) in the opening words, after “arbitrator” insert “or (as the case may be)
the third party”;

(b) in paragraph (a), after “arbitration” insert “or third party
determination”.

(5) 20In paragraph 4 (frequency of arbitrations under section 12), in sub-
paragraph (1)(c), after “arbitrator” insert “or third party”.

(6) In the heading to the Schedule, after “ARBITRATION” insert “OR THIRD
PARTY DETERMINATION”.

Section 18

SCHEDULE 5 25Auditors ceasing to hold office

Part 1 Notification requirements

1 Chapter 4 of Part 16 of the Companies Act 2006 (audit: removal, resignation,
etc of auditors) is amended in accordance with paragraphs 2 to 11.

2 30Omit section 512 (notice to registrar of resolution removing auditor from
office).

3 In section 516 (resignation of auditor), in subsection (2), for “The” substitute
“Where the company is a public interest company, the”.

4 Omit section 517 (notice to registrar of resignation of auditor).

5 (1) 35Section 518 (rights of resigning auditor) is amended as follows.

(2) In subsection (1), for the words from “auditor’s notice of resignation” to the
end of the subsection substitute “auditor’s (A’s) notice of resignation is
accompanied by a statement under section 519 except where—

“(a) the company is a non-public interest company, and

(b) the statement includes a statement to the effect that A
considers that none of the reasons for A’s ceasing to hold
office, and no matters (if any) connected with A’s ceasing to
hold office, need to be brought to the attention of members or
5creditors of the company (as required by section 519(3B)).”

(3) In subsection (2), for “circumstances connected with” substitute “reasons for,
and matters connected with,”.

(4) In subsection (3), in the words after paragraph (b), for “circumstances
connected with” substitute “reasons for, and matters connected with,”.

6 10In section 519 (statement by auditor to be deposited with company), in
subsection (4), for “The statement required by this section” substitute “A
statement under this section”.

7 (1) Section 520 (company’s duties in relation to statement under section 519) is
amended as follows.

(2) 15In subsection (1), for the words from “the statement” to the end of the
subsection substitute “a company receives from an auditor (“A”) who is
ceasing to hold office a statement under section 519 except where—

“(a) the company is a non-public interest company, and

(b) the statement includes a statement to the effect that A
20considers that none of the reasons for A’s ceasing to hold
office, and no matters (if any) connected with A’s ceasing to
hold office, need to be brought to the attention of members or
creditors of the company (as required by section 519(3B)).”

(3) In subsection (2), for “The” substitute “Where this section applies, the”.

8 (1) 25Section 521 (copy of statement to be sent to registrar) is amended as follows.

(2) Before subsection (1) insert—

“(A1) This section applies where an auditor (“A”) of a company sends a
statement to the company under section 519 except where—

(a) the company is a non-public interest company, and

(b) 30the statement includes a statement to the effect that A
considers that none of the reasons for A’s ceasing to hold
office, and no matters (if any) connected with A’s ceasing to
hold office, need to be brought to the attention of members or
creditors of the company (as required by section 519(3B)).”

(3) 35In subsection (1), for “Unless” substitute “Where this section applies,
unless”.

9 (1) Section 522 (duty of auditor to notify appropriate audit authority) is
amended as follows.

(2) For subsections (1) to (4) substitute—

“(1) 40Where an auditor of a company sends a statement under section 519,
the auditor must at the same time send a copy of the statement to the
appropriate audit authority.”

(3) In the heading, for “notify” substitute “send statement to”.

10 (1) Section 524 (information to be given to accounting authorities) is amended
as follows.

(2) For subsection (1) substitute—

“(1) Where the appropriate audit authority receives a statement under
5section 522 or 523, the authority may forward to the accounting
authorities—

(a) a copy of the statement or notice, and

(b) any other information the authority has received from the
auditor or the company concerned in connection with the
10auditor’s ceasing to hold office.”

(3) Omit subsection (3).

(4) In the heading, for “Information to be given” substitute “Provision of
information”.

11 (1) Section 525 (meaning of “appropriate audit authority” and “major audit”) is
15amended as follows.

(2) In subsection (1)—

(a) in paragraph (a)—

(i) for the words before sub-paragraph (i) substitute “in relation
to an auditor of a public interest company (other than an
20Auditor General)”;

(ii) in sub-paragraph (ii), after “receiving the” insert “statement
or”;

(b) in paragraph (b), for the words from the beginning to “a major audit”
substitute “in relation to an auditor of a non-public interest company
25(other than an Auditor General)”;

(c) in paragraph (c), for “in the case of an audit conducted by” substitute
“in relation to”.

(3) Omit subsections (2) and (3).

(4) In the heading, omit “and “major audit””.

12 (1) 30Schedule 8 to the Companies Act 2006 (index of defined expressions) is
amended as follows.

(2) Omit the entry for “major audit”.

(3) At the appropriate places insert—

Part 2 Miscellaneous

13 5Chapter 4 of Part 16 of the Companies Act 2006 is further amended as
follows.

Failure to re-appoint auditor: special procedure requirements

14 (1) Section 514 (failure to re-appoint auditor: special procedure required for
written resolution) is amended as follows.

(2) 10For subsections (1) and (2) substitute—

“(1) This section applies where a resolution is proposed as a written
resolution of a private company whose effect would be to appoint a
person as auditor in place of a person (the “outgoing auditor”) who,
at the time the resolution is proposed, is an auditor of the company
15and who is to cease to hold office at the end of a period for
appointing auditors.

But this section does not apply if the auditor is to cease to hold office
by virtue of section 510 or 516.

(2) This section also applies where a resolution is proposed as a written
20resolution of a private company whose effect would be to appoint a
person as auditor where, at the time the resolution is proposed, the
company does not have an auditor and the person proposed to be
appointed is not a person (the “outgoing auditor”) who was an
auditor of the company when the company last had an auditor.

25But this is subject to subsection (2A).

(2A) This section does not apply (by virtue of subsection (2)) if—

(a) a period for appointing auditors has ended since the
outgoing auditor ceased to hold office,

(b) the outgoing auditor ceased to hold office by virtue of section
30510 or 516, or

(c) the outgoing auditor has previously had the opportunity to
make representations with respect to a proposed resolution
under subsection (4) of this section or an intended resolution
under section 515(4).”

(3) 35In subsection (3), for “The” substitute “Where this section applies, the”.

15 (1) Section 515 (failure to re-appoint auditor: special notice required for
resolution at general meeting) is amended as follows.

(2) For subsections (1) and (2) substitute—

“(1) Special notice is required for a resolution at a general meeting of a
40private company whose effect would be to appoint a person as
auditor in place of a person (the “outgoing auditor”) who, at the time

the notice is given, is an auditor of the company and who is to cease
to hold office at the end of a period for appointing auditors.

But special notice is not required under this subsection if the auditor
is to cease to hold office by virtue of section 510 or 516.

(1A) 5Special notice is required for a resolution at a general meeting of a
public company whose effect would be to appoint a person as
auditor in place of a person (the “outgoing auditor”) who, at the time
the notice is given, is an auditor of the company and who is to cease
to hold office at the end of an accounts meeting.

10But special notice is not required under this subsection if the auditor
is to cease to hold office by virtue of section 510 or 516.

(2) Special notice is required for a resolution at a general meeting of a
company whose effect would be to appoint a person as auditor
where, at the time the notice is given, the company does not have an
15auditor and the person proposed to be appointed is not a person (the
“outgoing auditor”) who was an auditor of the company when the
company last had an auditor.

But this is subject to subsection (2A).

(2A) Special notice is not required under subsection (2) if—

(a) 20a period for appointing auditors has ended or (as the case
may be) an accounts meeting of the company has been held
since the outgoing auditor ceased to hold office,

(b) the outgoing auditor ceased to hold office by virtue of section
510 or 516, or

(c) 25the outgoing auditor has previously had the opportunity to
make representations with respect to an intended resolution
under subsection (4) of this section or a proposed resolution
under section 514(4).”

(3) In subsection (3)—

(a) 30omit “such”;

(b) after “resolution” insert “mentioned in subsection (1), (1A) or (2)”.

Replacement of references to documents being deposited at the company’s registered office

16 (1) Section 516 (resignation of auditor) is amended as follows.

(2) In subsection (1), for the words from “depositing” to the end of the
35subsection substitute “sending a notice to that effect to the company”.

(3) In subsection (3), for “deposited” substitute “received”.

17 (1) Section 518 (rights of resigning auditor) is amended as follows.

(2) In subsection (2)—

(a) for “deposit” substitute “send”;

(b) 40for “a signed” substitute “an authenticated”.

(3) In subsection (5), for “of the deposit of” substitute “on which the company
receives”.

18 (1) Section 519 (statement by auditor to be deposited with company) is
amended as follows.

(2) In subsection (4), for “deposited” substitute “sent”.

(3) In the heading, for “deposited with” substitute “sent to”.

19 In section 520(2) (company’s duties in relation to statement), for “deposit”
substitute “receipt”.

20 5In section 521(1) (copy of statement to be sent to registrar), for “deposited”
substitute “sent”.

Section 19

SCHEDULE 6 Insolvency and company law

Part 1 10Deeds of arrangement

Repeal of Deeds of Arrangement Act 1914

1 (1) The Deeds of Arrangement Act 1914 is repealed.

(2) In the Administration of Justice Act 1925, omit section 22 (which concerns
registration of deeds of arrangement and is to be construed as one with the
15Act of 1914).

2 (1) The following amendments are made in consequence of paragraph 1.

(2) In the Public Trustee Act 1906, in section 2(4), omit “, nor any trust under a
deed of arrangement for the benefit of creditors”.

(3) In the Trustee Act 1925, omit section 41(2).

(4) 20In the Law of Property Act 1925, in section 43(1), omit “, deed of
arrangement”.

(5) In the Law of Property (Amendment) Act 1926, in section 3(1)—

(a) omit “and property subject to a deed of arrangement”;

(b) omit “and the trustee under the deed respectively”.

(6) 25In the Administration of Justice Act 1965, in Schedule 1, omit the entry for
the Deeds of Arrangement Act 1914.

(7) In the Land Charges Act 1972—

(a) omit section 1(1)(d) and (6A)(e);

(b) omit section 7;

(c) 30in section 17(1), omit the definition of “deed of arrangement”.

(8) In the Magistrates’ Courts Act 1980, in Schedule 1, omit paragraph 16.

(9) In the Administration of Justice Act 1985—

(a) in section 16(1)(g), omit “or a deed of arrangement for the benefit of
his creditors”;

(b) 35in section 17(2)(c), omit “or a deed of arrangement for the benefit of
his creditors”.

(10) In the Insolvency Act 1985, in Schedule 8, omit paragraph 2.

(11) In the Insolvency Act 1986—

(a) omit section 260(3);

(b) in section 263(5), omit the words from “This is without prejudice” to
the end of the subsection;

(c) 5omit section 263D(6);

(d) in section 372(1)—

(i) omit paragraph (c) and the “or” before it;

(ii) for “, the supervisor of the voluntary arrangement or the
trustee under the deed of arrangement” substitute “or the
10supervisor of the voluntary arrangement”;

(e) in section 379, omit “, and about proceedings in the course of that
year under the Deeds of Arrangement Act 1914”;

(f) in section 388(2)(b), omit “a deed of arrangement made for the
benefit of his creditors or”;

(g) 15in Schedule 9, in paragraph 24(a), omit “and of jurisdiction under the
Deeds of Arrangement Act 1914”;

(h) in Schedule 14, omit the entries for the Deeds of Arrangement Act
1914.

(12) In the Taxation of Chargeable Gains Act 1992, in section 66(5), in the
20definition of “deed of arrangement”, for the words from “the Deeds of
Arrangement Act 1914” to the end of the definition insert “an enactment
forming part of the law of Scotland or Northern Ireland which corresponds
to the Deeds of Arrangement Act 1914 applies”.

(13) In the Value Added Tax Act 1994, in section 81(4B)(e), omit “the Deeds of
25Arrangement Act 1914 or”.

(14) In the Finance Act 2000—

(a) in Part 6 of Schedule 6, omit paragraph 75(2)(e)(i) and the “or”
following it;

(b) in Part 10 of Schedule 6, omit paragraph 120(7)(f)(i) and the “or”
30following it.

(15) In the Finance Act 2001—

(a) omit section 37(7)(f)(i) and the “or” following it;

(b) in Schedule 8, omit paragraph 11(2)(e)(i) and the “or” following it.

(16) In the Land Registration Act 2002, in section 87—

(a) 35in subsection (1)(b), at the end insert “and”;

(b) omit subsection (1)(d) and the “and” before it;

(c) omit subsection (2)(b) and the “or” before it;

(d) omit subsection (5).

(17) In the Licensing Act 2003, in section 27(3)(c), omit “a deed of arrangement
40made for the benefit of his creditors or”.

(18) In the Pensions Act 2004, omit section 121(2)(c).

(19) In the Constitutional Reform Act 2005—

(a) in Schedule 4, omit paragraph 19;

(b) in Part 2 of Schedule 11, in paragraph 4(3), omit the entry for the
45Deeds of Arrangement Act 1914.

(20) In the Tribunals, Courts and Enforcement Act 2007, in Schedule 13, omit
paragraph 21.

(21) In the Finance Act 2008, in section 131(8), in the definition of “deed of
arrangement”, omit “the Deeds of Arrangement Act 1914 (c. 47)Deeds of Arrangement Act 1914 (c. 47) or”.

(22) 5In the Third Parties (Rights against Insurers) Act 2010, omit section 4(1)(a).

3 The repeals and other amendments made by paragraphs 1 and 2 are to have
no effect in relation to a deed of arrangement registered under section 5 of
the Deeds of Arrangement Act 1914 before the date on which paragraph 1 of
this Schedule comes into force if, immediately before that date, the estate of
10the debtor who executed the deed of arrangement has not been finally
wound up.

Part 2 Administration of companies

4 Schedule B1 to the Insolvency Act 1986 (administration of companies) is
15amended in accordance with paragraphs 5 to 7.

Appointment of administrators

5 After paragraph 25 (circumstances in which an administrator of a company
may not be appointed under paragraph 22) and before the italic cross-
heading following paragraph 25 insert—

“25A (1) 20Paragraph 25(a) does not prevent the appointment of an
administrator of a company if the petition for the winding up of
the company was presented after the person proposing to make
the appointment filed the notice of intention to appoint with the
court under paragraph 27.

(2) 25But sub-paragraph (1) does not apply if the petition was presented
under a provision mentioned in paragraph 42(4).”

6 In paragraph 26 (notice by company, or directors of company, of intention to
appoint administrator), in sub-paragraph (2) (requirement to give additional
notice), for “proposes to make an appointment under paragraph 22”
30substitute “gives notice of intention to appoint under sub-paragraph (1)”.

Release of administrator where no distribution to unsecured creditors other than by virtue of
section 176A(2)(a)

7 (1) Paragraph 98 (vacation of office of administrator: discharge from liability) is
amended as follows.

(2) 35In sub-paragraph (2)(b) (when discharge takes effect in case of administrator
appointed under paragraph 14 or 22), after “22” insert “who has not made a
statement under paragraph 52(1)(b)”.

(3) In sub-paragraph (2), after paragraph (b) (but before the “or” following it)
insert—

“(ba) 40in the case of an administrator appointed under paragraph
14 or 22 who has made a statement under paragraph
52(1)(b), at a time decided by the relevant creditors,”.