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Company Law Reform Bill [HL]


Company Law Reform Bill [HL]
Part 37 — Miscellaneous provisions

451

 

(c)   

must be made by statutory instrument subject to annulment in

pursuance of a resolution of either House of Parliament.

(5)   

Information disclosed under this section must not be used by the

person to whom it is disclosed for any purpose other than those

specified in subsection (1).”.

5

Expenses of winding up

907     

Payment of expenses of winding up

(1)   

In Chapter 8 of Part 4 of the Insolvency Act 1986 (c. 45) (winding up of

companies: provisions of general application), before section 176A (under the

heading “Property subject to floating charge”) insert—

10

“176ZA  

   Payment of expenses of winding up (England and Wales)

(1)   

The expenses of winding up in England and Wales, so far as the assets

of the company available for payment of general creditors are

insufficient to meet them, have priority over any claims to property

comprised in or subject to any floating charge created by the company

15

and shall be paid out of any such property accordingly.

(2)   

In subsection (1)—

(a)   

the reference to assets of the company available for payment of

general creditors does not include any amount made available

under section 176A(2)(a);

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(b)   

the reference to claims to property comprised in or subject to a

floating charge is to the claims of—

(i)   

the holders of debentures secured by, or holders of, the

floating charge, and

(ii)   

any preferential creditors entitled to be paid out of that

25

property in priority to them.

(3)   

Provision may be made by rules restricting the application of

subsection (1), in such circumstances as may be prescribed, to expenses

authorised or approved—

(a)   

by the holders of debentures secured by, or holders of, the

30

floating charge and by any preferential creditors entitled to be

paid in priority to them, or

(b)   

by the court.

(4)   

References in this section to the expenses of the winding up are to all

expenses properly incurred in the winding up, including the

35

remuneration of the liquidator.”.

(2)   

In Chapter 8 of Part 5 of the Insolvency (Northern Ireland) Order 1989 (S.I.

1989/2405 (N.I. 19)) (winding up of companies: provisions of general

application), before Article 150A (under the heading “Property subject to floating

charge”) insert—

40

“150ZA  

   Payment of expenses of winding up

(1)   

The expenses of winding up, so far as the assets of the company

available for payment of general creditors are insufficient to meet them,

have priority over any claims to property comprised in or subject to any

 
 

Company Law Reform Bill [HL]
Part 38 — Northern Ireland

452

 

floating charge created by the company and shall be paid out of any

such property accordingly.

(2)   

In paragraph (1)—

(a)   

the reference to assets of the company available for payment of

general creditors does not include any amount made available

5

under Article 150A(2)(a);

(b)   

the reference to claims to property comprised in or subject to a

floating charge is to the claims of—

(i)   

the holders of debentures secured by, or holders of, the

floating charge, and

10

(ii)   

any preferential creditors entitled to be paid out of that

property in priority to them.

(3)   

Provision may be made by rules restricting the application of

paragraph (1), in such circumstances as may be prescribed, to expenses

authorised or approved—

15

(a)   

by the holders of debentures secured by, or holders of, the

floating charge and by any preferential creditors entitled to be

paid in priority to them, or

(b)   

by the Court.

(4)   

References in this Article to the expenses of the winding up are to all

20

expenses properly incurred in the winding up, including the

remuneration of the liquidator.”.

Commonhold associations

908     

Amendment of memorandum or articles of commonhold association

In paragraph 3(1) of Schedule 3 to the Commonhold and Leasehold Reform Act

25

2002 (c. 15) (alteration of memorandum or articles by commonhold association

to be of no effect until altered version registered with Land Registry) for “An

alteration of the memorandum or articles of association” substitute “Where a

commonhold association alters its memorandum or articles at a time when the

land specified in its memorandum is commonhold land, the alteration”.

30

Part 38

Northern Ireland

909     

Extension of Companies Acts to Northern Ireland

(1)   

The Companies Acts as defined by this Act (see section 2) extend to Northern

Ireland.

35

(2)   

The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)), the

Companies Consolidation (Consequential Provisions) (Northern Ireland)

Order 1986 (S.I. 1986/1035 (N.I. 9)) and Part 3 of the Companies (Audit,

Investigations and Community Enterprise) Order 2005 (S.I. 2005/1967

(N.I. 17)) shall cease to have effect accordingly.

40

 
 

Company Law Reform Bill [HL]
Part 39 — General supplementary provisions

453

 

910     

Extension of GB enactments relating to SEs

(1)   

The enactments in force in Great Britain relating to SEs extend to Northern

Ireland.

(2)   

The following enactments shall cease to have effect accordingly—

(a)   

the European Public Limited-Liability Company Regulations

5

(Northern Ireland) 2004 (SR 2004/417), and

(b)   

the European Public Limited-Liability Company (Fees) Regulations

(Northern Ireland) 2004 (SR 2004/418).

(3)   

In this section “SE” means a European Public Limited-Liability Company (or

Societas Europaea) within the meaning of Council Regulation 2157/2001/EC

10

of 8 October 2001 on the Statute for a European Company.

911     

Extension of GB enactments relating to certain other forms of business

organisation

(1)   

The enactments in force in Great Britain relating to—

(a)   

limited liability partnerships,

15

(b)   

limited partnerships,

(c)   

open-ended investment companies, and

(d)   

European Economic Interest Groupings,

   

extend to Northern Ireland.

(2)   

The following enactments shall cease to have effect accordingly—

20

(a)   

the Limited Liability Partnerships Act (Northern Ireland) 2002 (c. 12 (N.

I.));

(b)   

the Limited Partnerships Act 1907 (c. 24) as it formerly had effect in

Northern Ireland;

(c)   

the Open-Ended Investment Companies Act (Northern Ireland) 2002

25

(c. 13 (N.I.));

(d)   

the European Economic Interest Groupings Regulations (Northern

Ireland) 1989 (SR 1989/216).

912     

Extension of enactments relating to business names

(1)   

The provisions of Part 34 of this Act (business names) extend to Northern

30

Ireland.

(2)   

The Business Names (Northern Ireland) Order 1986 (S.I. 1986/1033 (N.I. 7))

shall cease to have effect accordingly.

Part 39

General supplementary provisions

35

Regulations and orders

913     

Regulations and orders: statutory instrument

   

Except as otherwise provided, regulations and orders under this Act shall be

made by statutory instrument.

 
 

Company Law Reform Bill [HL]
Part 39 — General supplementary provisions

454

 

914     

Regulations and orders: negative resolution procedure

   

Where regulations or orders under this Act are subject to “negative resolution

procedure” the statutory instrument containing the regulations or order shall

be subject to annulment in pursuance of a resolution of either House of

Parliament.

5

915     

Regulations and orders: affirmative resolution procedure

   

Where regulations or orders under this Act are subject to “affirmative

resolution procedure” the regulations or order must not be made unless a draft

of the statutory instrument containing them has been laid before Parliament

and approved by a resolution of each House of Parliament.

10

916     

Regulations and orders: approval after being made

(1)   

Regulations or orders under this Act that are subject to “approval after being

made”—

(a)   

must be laid before Parliament after being made, and

(b)   

cease to have effect at the end of 28 days beginning with the day on

15

which they were made unless during that period they are approved by

resolution of each House.

(2)   

In reckoning the period of 28 days no account shall be taken of any time during

which Parliament is dissolved or prorogued or during which both Houses are

adjourned for more than four days.

20

(3)   

The regulations or order ceasing to have effect does not affect—

(a)   

anything previously done under them or it, or

(b)   

the making of new regulations or a new order.

917     

Regulations and orders: supplementary

(1)   

Regulations or orders under this Act may—

25

(a)   

make different provision for different cases or circumstances,

(b)   

include supplementary, incidental and consequential provision, and

(c)   

make transitional provision and savings.

(2)   

Any provision that may be made by regulations under this Act may be made

by order; and any provision that may be made by order under this Act may be

30

made by regulations.

(3)   

Any provision that may be made by regulations or order under this Act for

which no Parliamentary procedure is prescribed may be made by regulations

or order subject to negative or affirmative resolution procedure.

(4)   

Any provision that may be made by regulations or order under this Act subject

35

to negative resolution procedure may be made by regulations or order subject

to affirmative resolution procedure.

Meaning of "enactment"

918     

Meaning of “enactment”

   

In this Act, unless the context otherwise requires, “enactment” includes—

40

 
 

Company Law Reform Bill [HL]
Part 39 — General supplementary provisions

455

 

(a)   

an enactment contained in subordinate legislation within the meaning

of the Interpretation Act 1978 (c. 30),

(b)   

an enactment contained in, or in an instrument made under, an Act of

the Scottish Parliament, and

(c)   

an enactment contained in, or in an instrument made under, Northern

5

Ireland legislation within the meaning of the Interpretation Act 1978.

Consequential and transitional provisions

919     

Power to make consequential amendments etc

(1)   

The Secretary of State or the Treasury may by order make such provision

amending, repealing or revoking any enactment to which this section applies

10

as they consider necessary or expedient in consequence of any provision made

by or under this Act.

(2)   

This section applies to—

(a)   

any enactment passed or made before the passing of this Act,

(b)   

any enactment contained in this Act or in subordinate legislation made

15

under it, and

(c)   

any enactment passed or made before the end of the session after that

in which this Act is passed.

(3)   

Without prejudice to the generality of the power conferred by subsection (1),

orders under this section may—

20

(a)   

make provision extending to other forms of organisation any provision

made by or under this Act in relation to companies, or

(b)   

make provision corresponding to that made by or under this Act in

relation to companies,

   

in either case with such adaptations or other modifications as appear to the

25

Secretary of State or the Treasury to be necessary or expedient.

(4)   

The references in subsection (3) to provision made by this Act include

provision conferring power to make provision by regulations, orders or other

subordinate legislation.

(5)   

Amendments and repeals made under this section are additional, and without

30

prejudice, to those made by or under any other provision of this Act.

(6)   

Orders under this section are subject to affirmative resolution procedure.

920     

Repeals

   

The enactments specified in Schedule 16, which include enactments that are no

longer of practical utility, are repealed to the extent specified.

35

921     

Power to make transitional provision and savings

(1)   

The Secretary of State or the Treasury may by order make such transitional

provision and savings as they consider necessary or expedient in connection

with the commencement of any provision made by or under this Act.

(2)   

An order may, in particular, make such adaptations of provisions brought into

40

force as appear to be necessary or expedient in consequence of other provisions

of this Act not yet having come into force.

 
 

Company Law Reform Bill [HL]
Part 40 — Final provisions

456

 

(3)   

Transitional provision and savings made under this section are additional, and

without prejudice, to those made by or under any other provision of this Act.

(4)   

Orders under this section are subject to negative resolution procedure.

922     

Continuity of the law

(1)   

This section applies where any provision of this Act re-enacts (with or without

5

modification) an enactment repealed by this Act.

(2)   

The repeal and re-enactment does not affect the continuity of the law.

(3)   

Anything done (including subordinate legislation made), or having effect as if

done, under or for the purposes of the repealed provision that could have been

done under or for the purposes of the corresponding provision of this Act, if in

10

force or effective immediately before the commencement of that corresponding

provision, has effect thereafter as if done under or for the purposes of that

corresponding provision.

(4)   

Any reference (express or implied) in this Act or any other enactment,

instrument or document to a provision of this Act shall be construed (so far as

15

the context permits) as including, as respects times, circumstances or purposes

in relation to which the corresponding repealed provision had effect, a

reference to that corresponding provision.

(5)   

Any reference (express or implied) in any enactment, instrument or document

to a repealed provision shall be construed (so far as the context permits), as

20

respects times, circumstances and purposes in relation to which the

corresponding provision of this Act has effect, as being or (according to the

context) including a reference to the corresponding provision of this Act.

(6)   

This section has effect subject to any specific transitional provision or saving

contained in this Act.

25

(7)   

References in this section to this Act include subordinate legislation made

under this Act.

(8)   

In this section “subordinate legislation” has the same meaning as in the

Interpretation Act 1978 (c. 30).

Part 40

30

Final provisions

923     

Short title

   

The short title of this Act is the Company Law Reform Act 2006.

924     

Extent

   

Except as otherwise provided (or the context otherwise requires), the

35

provisions of this Act extend to the whole of the United Kingdom.

925     

Commencement

(1)   

The following provisions come into force on the day this Act is passed—

 
 

Company Law Reform Bill [HL]
Part 40 — Final provisions

457

 

(a)   

Part 36 (transparency obligations and related matters), except the

amendment in paragraph 11(2) of Schedule 15 of the definition of

“regulated market” in Part 6 of the Financial Services and Markets Act

2000 (c. 8),

(b)   

in Part 37 (miscellaneous amendments)—

5

section 903 (bodies concerned with actuarial standards), and

section 905 (application of provisions in Scotland and Northern

Ireland),

(c)   

Part 39 (general supplementary provisions), except section 920 and

Schedule 16 (repeals), and

10

(d)   

this Part.

(2)   

The other provisions of this Act come into force on such day as may be

appointed by order of the Secretary of State or the Treasury.

(3)   

Nothing in this Act shall impose any charge on the people or on public funds,

or vary the amount or incidence of or otherwise alter any such charge in any

15

manner, or affect the assessment, levying, administration or application of any

money raised by any such charge.

 
 

 
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