|
| |
| |
(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 |
| |
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. |
| |
| |
(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); |
| 20 |
(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 |
| |
| |
(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 |
| |
| |
(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 |
| |
| |
(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 |
| |
| 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 |
| |
| |
| |
|
| |
| |
floating charge created by the company and shall be paid out of any |
| |
such property accordingly. |
| |
| |
(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 |
| |
| 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 |
| |
| 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 |
| |
| |
(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.”. |
| |
| |
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 |
| |
| |
909 | Extension of Companies Acts to Northern Ireland |
| |
(1) | The Companies Acts as defined by this Act (see section 2) extend to Northern |
| |
| 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 |
| |
| |
|
| |
| |
910 | Extension of GB enactments relating to SEs |
| |
(1) | The enactments in force in Great Britain relating to SEs extend to Northern |
| |
| |
(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 |
| |
| |
(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. |
| |
| |
(b) | the Limited Partnerships Act 1907 (c. 24) as it formerly had effect in |
| |
| |
(c) | the Open-Ended Investment Companies Act (Northern Ireland) 2002 |
| 25 |
| |
(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 |
| |
(2) | The Business Names (Northern Ireland) Order 1986 (S.I. 1986/1033 (N.I. 7)) |
| |
shall cease to have effect accordingly. |
| |
| |
General supplementary provisions |
| 35 |
| |
913 | Regulations and orders: statutory instrument |
| |
| Except as otherwise provided, regulations and orders under this Act shall be |
| |
made by statutory instrument. |
| |
| |
| |
|
| |
| |
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 |
| |
| 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 |
| |
| |
(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 |
| |
(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. |
| |
| |
918 | Meaning of “enactment” |
| |
| In this Act, unless the context otherwise requires, “enactment” includes— |
| 40 |
| |
| |
|
| |
| |
(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 |
| |
| |
(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 |
| |
(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 |
| |
| |
| 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 |
| |
| |
(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. |
| |
| |
| 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. |
| |
| |
| |
|
| |
| |
(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 |
| |
| |
(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 |
| |
| 25 |
(7) | References in this section to this Act include subordinate legislation made |
| |
| |
(8) | In this section “subordinate legislation” has the same meaning as in the |
| |
Interpretation Act 1978 (c. 30). |
| |
| 30 |
| |
| |
| The short title of this Act is the Company Law Reform Act 2006. |
| |
| |
| Except as otherwise provided (or the context otherwise requires), the |
| 35 |
provisions of this Act extend to the whole of the United Kingdom. |
| |
| |
(1) | The following provisions come into force on the day this Act is passed— |
| |
| |
| |
|
| |
| |
(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 |
| |
| |
(b) | in Part 37 (miscellaneous amendments)— |
| 5 |
section 903 (bodies concerned with actuarial standards), and |
| |
section 905 (application of provisions in Scotland and Northern |
| |
| |
(c) | Part 39 (general supplementary provisions), except section 920 and |
| |
Schedule 16 (repeals), and |
| 10 |
| |
(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. |
| |
| |
| |
|
