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PART II |
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MODIFICATIONS ON AND AFTER REGISTRATION |
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General |
| | 2. - (1) A reference to a company's incorporation shall be construed as a reference to the registration of the Corporation's memorandum and articles of association.
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(2) Sub-paragraph (1) shall not apply to any provision relating to taxation.
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| | 3. - (1) A reference to the statement under section 10 of the Companies Act 1985 shall be construed as a reference to the statement under paragraph 3 of Schedule 1 to this Act.
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(2) A reference to documents delivered under the Companies Acts shall be taken to include a reference to documents delivered under section 2(1) of this Act.
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| | 4. - (1) A reference to a company's certificate of incorporation shall be construed as a reference to the certificate given under section 4(3).
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(2) A requirement for the registrar of companies to issue a certificate of incorporation to a company shall-
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(a) be construed as a requirement to issue a certificate of registration similar to the certificate under section 4(3), and |
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(b) }apply with such other modifications as the registrar considers necessary in consequence of paragraph (a). |
| | 5. In section 735 of the Companies Act 1985 (definition of company), and in other legislation relating to companies, any reference to a company formed and registered under that Act shall have effect as if the reference to formation were omitted.
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Effect of registration |
| | 6. Section 13 of the Companies Act 1985 (effect of registration) shall not apply.
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| | 7. - (1) This paragraph applies in place of section 22(1) of the Companies Act 1985 (members).
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(2) The persons to whom shares are allotted by virtue of section 6 of this Act are deemed to have agreed to become members of the Corporation, and shall be entered as such in its register of members on registration.
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Use of "limited" |
| | 8. In section 34 of the Companies Act 1985 (penalty for improper use of "limited") the reference to incorporation with limited liability shall be construed as a reference to registration as a company with limited liability.
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Certificate as to share capital |
| | 9. The following provisions shall not apply-
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(a) section 117 of the Companies Act 1985 (public company share capital requirements), and |
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(b) section 122(1)(b) of the Insolvency Act 1986 (winding up by the court: lack of certificate under section 117 of 1985 Act). |
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Financial year |
| | 10. - (1) This paragraph applies in place of section 223(2) of the Companies Act 1985 (first financial year).
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(2) The Corporation shall have a financial year-
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(a) beginning with the day after the last financial year of the Corporation to end before registration, and |
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(b) ending with the accounting reference date or such other date, not more than seven days before or after that date, as the directors may determine. |
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Accounting reference periods |
| | 11. - (1) This paragraph applies in place of section 224(2) to (6) of the Companies Act 1985 (accounting reference periods, &c.).
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(2) The Corporation's accounting reference date shall be the date specified by the Secretary of State under section 1(3)(a) of this Act.
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(3) The Corporation shall have an accounting reference period consisting of the period of more than six months, but not more than 18 months-
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(a) beginning with the day after the last financial year of the Corporation to end before registration, and |
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(b) ending with the accounting reference date. |
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(4) Each subsequent accounting reference period shall be a period of 12 months-
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(a) beginning immediately after the end of the previous accounting reference period, and |
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(b) ending with the accounting reference date. |
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(5) This paragraph is subject to the provisions of section 225 of the Companies Act 1985 relating to the alteration of accounting reference dates and the consequences of such alteration.
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Registration of charges |
| | 12. - (1) This paragraph applies to a charge which-
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(a) is created by the Corporation before registration, and |
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(b) is of a kind to which section 395 of the Companies Act 1985 applies (charges void if not registered). |
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(2) Sections 395 to 409 of that Act shall apply to a charge to which this paragraph applies-
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(a) with the following modifications, and |
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(b) without prejudice to any action taken to enforce a charge before registration. |
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(3) The reference in section 395(1) to the date of the charge's creation shall be construed as a reference to the date of registration.
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(4) The Corporation's duty under section 399(1) in relation to a charge to which this paragraph applies includes a duty to give notice of the effect of this paragraph as soon as practicable after registration to the person entitled to the charge.
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Fees |
| | 13. - (1) In section 708 of the Companies Act 1985 (fees) a reference to the Companies Acts shall include a reference to this Act.
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(2) In any regulations made under that section a reference to a certificate of incorporation shall be construed as including a reference to-
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(a) a certificate under section 4(3), and |
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(b) a certificate issued in accordance with paragraph 4(2). |
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Shadow directors |
| | 14. - (1) For the purposes of the provisions listed in sub-paragraph (2), neither the Secretary of State nor the Treasury shall be regarded as a shadow director of the Corporation or of a company associated with the Corporation at any time while the Crown continues to hold any special share provided for under the Corporation's articles of association.
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(2) Those provisions are the following sections of the Companies Act 1985-
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(a) section 288 (register of directors); |
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(b) section 305 (directors' names on correspondence, &c.); |
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(c) section 317 (disclosure of interests in contracts); |
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(d) section 320 (transactions involving directors); |
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(e) section 323 (prohibition on dealing in share options); |
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(f) section 324 (disclosure of shareholdings); |
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(g) section 325 (register of directors' interests); |
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(h) section 330 (restriction on loans). |
