Greater London Authority Act 1999 (c. 29)

(The document as of February, 2008)

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Definition of the property, rights and liabilities transferred

4 A transfer scheme may define the property, rights and liabilities to be transferred--

(a) by specifying or describing them;

(b) by referring to all (or all except anything specified or described) of the property, rights and liabilities comprised in a specified part of the undertaking of the transferor; or

Other provision that may be made by a transfer scheme

5 (1) The provision that may be made by a transfer scheme includes provision--

(a) for the creation, in relation to any land or other property which the scheme transfers, of an estate or interest in or right over the property in favour of the transferor;

(b) for the creation, in favour of a transferee, of an estate or interest in or right over any land or other property retained by the transferor or transferred by the scheme to another transferee;

(c) for the creation of rights or liabilities as between two or more transferees or as between one or more transferees and the transferor;

(d) for any rights or liabilities specified or described in the scheme to be, or to be to any extent, enforceable by or against two or more transferees, or by or against one or more transferees and the transferor;

(e) for imposing on the transferor or a transferee an obligation to enter into written agreements with, or execute other instruments in favour of, the transferor, or that or any other transferee, or such other person as may be specified in the scheme.

(2) The provision that may be made by a transfer scheme includes provision for transfers to take effect at such time of day as may be specified in the order.

Power to make supplementary etc provision

6 A transfer scheme may make such supplementary, incidental, consequential or transitional provision, or savings, as Transport for London considers appropriate.

Functions under local Acts or Transport and Works Act orders

7 (1) A transfer scheme may provide that any functions of the transferor under a relevant statutory provision--

(a) shall be transferred to the transferee;

(b) shall be concurrently exercisable by two or more transferees; or

(2) Sub-paragraph (1) above applies in relation to any function under a relevant statutory provision if and to the extent that the relevant statutory provision--

(a) relates to any property which is to be transferred by the scheme; or

(b) authorises the carrying out of works designed to be used in connection with any such property or the acquisition of land for the purpose of carrying out any such works.

(3) A transfer scheme which makes provision by virtue of this paragraph shall not have effect unless and until it is confirmed by an order made by the Secretary of State.

(4) In this paragraph "relevant statutory provision" means any provision, whether of a general or of a special nature, contained in, or in any document made or issued under--

(a) any local Act; or

(b) any order under the [1992 c. 42.] Transport and Works Act 1992.

Effect of transfer scheme

8 On the date appointed by a transfer scheme, the property, rights and liabilities which are the subject of the scheme shall, by virtue of this paragraph, be transferred in accordance with the provisions of the scheme.

Continuity

9 (1) Nothing in this Act affects the validity of anything done by or in relation to the transferor in connection with anything transferred by a transfer scheme.

(2) There may be continued by or in relation to the transferee anything (including legal proceedings) which--

(a) relates to anything transferred by a transfer scheme, and

(b) is in the process of being done by or in relation to the transferor immediately before the transfer takes effect.

(3) Anything which--

(a) was done by the transferor for the purposes of or otherwise in connection with anything transferred by a transfer scheme, and

(b) is in effect immediately before the transfer takes effect,

shall have effect as if done by the transferee.

(4) The transferee shall be substituted for the transferor in any instruments, contracts or legal proceedings which--

(a) relate to anything transferred by a transfer scheme, and

(b) are made or commenced before the transfer takes effect.

(5) Any reference in this paragraph to anything done by or in relation to the transferor includes a reference to anything which by virtue of any enactment is treated as having been done by or in relation to the transferor.

Transfer of employees

10 (1) This paragraph applies where a person employed by the transferor becomes an employee of the transferee by virtue of a transfer scheme.

(2) Anything done by or in relation to the transferor in respect of the employee before the day on which the transfer takes effect shall be treated on and after that day as done by or in relation to the transferee.

(3) For the purposes of Part XI of the [1996 c. 18.] Employment Rights Act 1996 (redundancy payments etc) the employee shall not be regarded as having been dismissed by virtue of the transfer.

(4) For the purposes of that Act--

(a) the employee's period of employment with the transferor shall count as a period of employment with the transferee; and

(b) the change of employment shall not break the continuity of the period of employment.

Provision of information to Transport for London

11 (1) Where Transport for London proposes to make a transfer scheme under section 217 of this Act, it may direct any person to whom, or from whom, property is to be transferred under the scheme--

(a) to provide Transport for London with such information as Transport for London considers necessary to enable it to make the scheme; and

(b) to do so within such time (being not less than 28 days from the giving of the direction) as may be specified in the direction.

(2) If a person fails to comply with a direction under sub-paragraph (1) above, Transport for London may serve a notice on him requiring him--

(a) to produce to Transport for London, at a time and place specified in the notice, any documents which are specified or described in the notice and are in his custody or under his control; or

(b) to provide to Transport for London, at a time and place and in the form and manner specified in the notice, such information as may be specified or described in the notice.

(3) No person shall be required under this paragraph--

(a) to produce any documents which he could not be compelled to produce in civil proceedings in the court; or

(b) in complying with any requirement for the provision of information, to provide any information which he could not be compelled to give in evidence in any such proceedings.

(4) A person who without reasonable excuse fails to do anything required of him by a notice under sub-paragraph (2) above is guilty of an offence and liable on summary conviction to a fine not exceeding level 5 on the standard scale.

(5) A person who intentionally alters, suppresses or destroys any document which he has been required to produce by a notice under sub-paragraph (2) above is guilty of an offence and liable--

(a) on summary conviction, to a fine not exceeding the statutory maximum; or

(b) on conviction on indictment, to a fine.

(6) If a person makes default in complying with a notice under sub-paragraph (2) above, the court may, on the application of Transport for London, make such order as the court thinks fit for requiring the default to be made good.

(7) Any such order may provide that all the costs or expenses of and incidental to the application shall be borne by the person in default or by any officers of a company or other association who are responsible for its default.

(8) In this paragraph--

(a) any reference to the production of a document includes a reference to the production of a legible and intelligible copy of information recorded otherwise than in legible form; and

(b) the reference to suppressing a document includes a reference to destroying the means of reproducing information recorded otherwise than in legible form.

(9) In this paragraph "the court" means the High Court.

Modification of transfer scheme

12 (1) If at any time after a transfer scheme has come into force--

(a) the transferor,

(b) any transferee affected, and

so agree in writing, the scheme shall for all purposes be deemed to have come into force with such modifications as may be specified in the agreement.

(2) Sub-paragraph (1) above does not apply in relation to modifications relating to the transfer of rights and liabilities under a contract of employment, unless the employee concerned is a party to the agreement.

(3) An agreement under sub-paragraph (1) above--

(a) may make, with effect from the coming into force of the scheme, such provision as could have been made by the scheme; and

(b) in connection with giving effect to that provision from that time, may contain incidental, supplemental, consequential or transitional provision.

(4) Transport for London may only enter into an agreement under sub-paragraph (1) above with the consent of the Mayor.

(5) The Mayor, in giving his consent under sub-paragraph (4) above to an agreement in respect of a scheme under section 165 of this Act, may make it a condition of the consent that such further modifications to the scheme as he may specify in giving the consent are to be included in the agreement.

(6) No modification may be specified by the Mayor under sub-paragraph (5) above which could not have been included in the agreement apart from that sub-paragraph.

Section 167.

SCHEDULE 13 Promotion of Bills in Parliament by Transport for London

Preliminary requirements

1 No Bill may be deposited in Parliament by virtue of section 167(1)(a) of this Act until the requirements of paragraph 2 below have been complied with.

Consultation on draft Bill

2 (1) Transport for London shall--

(a) prepare a draft of the proposed Bill ("the draft Bill");

(b) send copies of the draft Bill to the bodies and persons specified in sub-paragraph (2) below; and

(2) Those bodies and persons are--

(a) the Mayor;

(b) the Assembly;

(d) the Common Council.

(3) Where Transport for London sends copies of the draft Bill to those bodies and persons pursuant to sub-paragraph (1)(b) above, it shall also give those bodies and persons notice of the time within which, and the place at which, they may make representations about the draft Bill.

Publicity for, and exposure of, the draft Bill

3 (1) Throughout the consultation period, Transport for London shall take such steps as in its opinion will give adequate publicity to the draft Bill.

(2) A copy of the draft Bill shall be kept available by Transport for London for inspection by any person on request free of charge--

(a) at the principal offices of Transport for London, and

(b) at such other places as Transport for London considers appropriate,

at reasonable hours throughout the consultation period.

(3) A copy of the draft Bill, or of any part of the draft Bill, shall be supplied to any person on request during the consultation period for such reasonable fee as Transport for London may determine.

(4) In this paragraph "the consultation period" means the period which--

(a) begins with the first day after the requirements of paragraph 2(1)(b) above have been complied with; and

(b) ends with the time notified pursuant to paragraph 2(3) above.

Deposition of the Bill in Parliament

4 (1) If, after the requirements of paragraph 2 above have been complied with, a Bill is deposited in Parliament by virtue of section 167(1)(a) of this Act, that Bill must be in the form of the draft Bill, either as originally prepared or as modified to take account of--

(a) representations made pursuant to paragraph 2 above;

(b) other representations made within the consultation period; or

(2) In this paragraph "the consultation period" has the same meaning as in paragraph 3 above.

Bills affecting statutory functions of London local authorities

5 (1) If a Bill proposed to be deposited in Parliament by virtue of section 167(1)(a) of this Act contains provisions affecting the exercise of statutory functions by a London local authority, the Bill shall not be deposited in Parliament unless--

(a) in a case where the exercise of statutory functions of one London local authority is affected, that authority has given its written consent to the Bill in the form in which it is to be so deposited; or

(b) in a case where the exercise of statutory functions of two or more London local authorities is affected, at least 90 per cent. of all London local authorities have given their written consent to the Bill in that form.

(2) In this paragraph "London local authority" means--

(a) a London borough council; or

(b) the Common Council.

Publicity for the deposited Bill

6 (1) This paragraph applies where a Bill ("the deposited Bill") is deposited in Parliament by virtue of section 167(1)(a) of this Act.

(2) During the period of 14 days following the day on which the deposited Bill is deposited in Parliament, Transport for London shall take such steps as in its opinion will give adequate publicity to the Bill.

(3) A copy of the deposited Bill shall be kept available by Transport for London for inspection by any person on request free of charge--

(a) at the principal offices of Transport for London, and

(b) at such other places as Transport for London considers appropriate,

at reasonable hours throughout the period while the Bill is in Parliament.

(4) A copy of the deposited Bill, or of any part of the deposited Bill, shall be supplied to any person on request during that period for such reasonable fee as Transport for London may determine.

Section 220.

SCHEDULE 14 PPP administration orders

Part I Modifications of the 1986 Act

General application of provisions of 1986 Act

1 Where a PPP administration order has been made, sections 11 to 23 and 27 of the 1986 Act (which relate to administration orders under Part II of that Act) shall apply, with the modifications specified in the following provisions of this Part of this Schedule--

(a) as if references in those sections to an administration order were references to a PPP administration order and references to an administrator were references to a special PPP administrator; and

(b) where the company in relation to which the order has been made is a PPP company which is an unregistered company, as if references in those sections to a company included references to such a company.

Effect of order

2 In section 11 of the 1986 Act (effect of order), as applied by this Part of this Schedule, the requirement in subsection (1)(a) that any petition for the winding up of the company shall be dismissed shall be without prejudice to the PPP administration order in a case where the order is made by virtue of section 222 of this Act.

Appointment of special PPP administrator

3 In section 13 of the 1986 Act (appointment of administrator), as applied by this Part of this Schedule, for subsection (3) there shall be substituted the following subsection--

" (3) An application for an order under subsection (2) may be made--

(a) by the Mayor of London;

(b) by any continuing special PPP administrator of the company or, where there is no such special PPP administrator, by the company, the directors or any creditor or creditors of the company. "

General powers of special PPP administrator

4 In section 14 of the 1986 Act (general powers of administrator), as applied by this Part of this Schedule,--

(a) in subsection (1)(b), the reference to the powers specified in Schedule 1 to that Act shall be taken to include a reference to a power to act on behalf of the company for the purposes of Chapter VII of Part IV of this Act or any provision of a local or private Act which confers any power, or imposes any duty or obligation, on the company; and

(b) in subsection (4), the reference to a power conferred by the company's memorandum or articles of association--

(i) shall be taken to include a reference to any power conferred by any provision of a local or private Act which confers any power, or imposes any duty or obligation, on the company; and

(ii) in the case of a company which is an unregistered company, shall be taken also to include a reference to any power conferred by the company's constitution.

Power to deal with charged property

5 (1) Section 15 of the 1986 Act (power to deal with charged property), as applied by this Part of this Schedule, shall have effect as follows.

(2) In subsection (5)(b) (amount to be paid to chargeholder not to be less than open market value), for the words "in the open market by a willing vendor" there shall be substituted the words "for the best price which is reasonably available on a sale which is consistent with the purposes of the PPP administration order".

Duties of special PPP administrator

6 (1) Section 17 of the 1986 Act (duties of administrator), as applied by this Part of this Schedule, shall have effect in accordance with the following provisions of this paragraph.

(2) For subsection (2) there shall be substituted the following subsection--

" (2) Subject to any directions of the court, it shall be the duty of the special PPP administrator to manage the affairs, business and property of the company in accordance with proposals, as for the time being revised under section 23, which have been prepared for the purposes of that section by him or any predecessor of his. "

(3) In subsection (3), paragraph (a) (right of creditors to require the holding of a creditors' meeting) shall be omitted.

Discharge of order

7 (1) Section 18 of the 1986 Act (discharge and variation of administration order), as applied by this Part of this Schedule, shall have effect as follows.

(2) For subsections (1) and (2) there shall be substituted the following subsection--

" (1) An application for a PPP administration order to be discharged may be made--

(a) by the special PPP administrator, on the ground that the purposes of the order have been achieved; or

(b) by the Mayor of London, on the ground that it is no longer necessary that the purposes of the order are achieved. "

(3) In subsection (3), the words "or vary" shall be omitted.

(4) In subsection (4), the words "or varied" and "or variation" shall be omitted and for the words "to the registrar of companies" there shall be substituted--

(a) except where the company is an unregistered company which is not subject to a requirement imposed under or by virtue of section 691(1) or 718 of the [1985 c. 6.] Companies Act 1985 to deliver any documents to the registrar of companies, the words "to the Mayor of London and the registrar of companies"; and

(b) where the company is an unregistered company which is not subject to such a requirement as is mentioned in paragraph (a) above, the words "to the Mayor of London".

Notice of making of order

8 In section 21(2) of the 1986 Act (notice of order to be given by administrator), as applied by this Part of this Schedule, for the words "to the registrar of companies" there shall be substituted--

(b) where the company is an unregistered company which is not subject to such a requirement as is mentioned in paragraph (a) above, the words "to the Mayor of London".

Statement of proposals

9 In section 23 of the 1986 Act (statement of proposals), as applied by this Part of this Schedule, for subsections (1) and (2) there shall be substituted the following subsections--

" (1) Where a PPP administration order has been made, the special PPP administrator shall, within 3 months (or such longer period as the court may allow) after the making of the order, send a statement of his proposals for achieving the purposes of the order--

(a) to the Mayor of London;

(b) so far as he is aware of their addresses, to all creditors of the company; and

(c) except where the company is an unregistered company which is not subject to a requirement imposed under or by virtue of section 691(1) or 718 of the [1985 c. 6.] Companies Act 1985 to deliver any documents to the registrar of companies, to the registrar of companies;

and may from time to time revise those proposals.

(2) If at any time--

(a) the special PPP administrator proposes to make revisions of the proposals for achieving the purposes of the PPP administration order, and

(b) those revisions appear to him to be substantial,

the special PPP administrator shall, before making those revisions, send a statement of the proposed revisions to the persons specified in subsection (2A).

(2A) The persons mentioned in subsection (2) are--

(a) the Mayor of London;

(b) all creditors of the company, so far as the special PPP administrator is aware of their addresses; and

(2B) Where the special PPP administrator is required by subsection (1) or (2) to send any person a statement before the end of any period or before making any revision of any proposals, he shall also, before the end of that period or, as the case may be, before making those revisions either--

(a) send a copy of the statement (so far as he is aware of their addresses) to all members of the company; or

(b) publish in the prescribed manner a notice stating an address to which members should write for copies of the statement to be sent to them free of charge. "

Applications to court

10 (1) Section 27 of the 1986 Act (protection of interests of creditors and members), as applied by this Part of this Schedule, shall have effect as follows.

(2) After subsection (1) there shall be inserted the following subsections--

" (1A) At any time when a PPP administration order is in force the Mayor of London may apply to the High Court by petition for an order under this section on the ground specified in subsection (1B).

(1B) The ground mentioned in subsection (1A) is that the special PPP administrator has exercised or is exercising, or proposing to exercise, his powers in relation to the company in a manner which will not best ensure the achievement of the purposes of the order.

(1C) Where an application is made under subsection (1) in respect of a company in relation to which a PPP administration order is in force--

(a) notice of the application shall be given to the Mayor of London; and

(b) he shall be entitled to be heard by the court in connection with that application. "

(3) Subsection (3) (order not to prejudice or prevent voluntary arrangements or administrator's proposals) shall be omitted.

(4) In subsection (4) (provision that may be made in an order), the words "Subject as above" shall be omitted and for paragraph (d) there shall be substituted--

" (d) without prejudice to the powers exercisable by the court in making a PPP administration order--

(i) provide that the PPP administration order is to be discharged as from such date as may be specified in the order unless, before that date, such measures are taken as the court thinks fit for the purpose of protecting the interests of creditors; and

(ii) make such consequential provision as the court thinks fit. "

(5) For subsection (6) there shall be substituted--

" (6) Where a PPP administration order is discharged in consequence of such provision in an order under this section as is mentioned in subsection (4)(d)(i), the special PPP administrator shall, within 14 days after the date on which the discharge takes effect, send an office copy of the order under this section--

(a) to the Mayor of London; and

(b) except where the company is an unregistered company which is not subject to a requirement imposed under or by virtue of section 691(1) or 718 of the [1985 c. 6.] Companies Act 1985 to deliver any documents to the registrar of companies, to the registrar of companies;

and if, without reasonable excuse, the special PPP administrator fails to comply with this subsection, he is liable to a fine and, for continued contravention, to a daily default fine. "

Particular powers of special PPP administrator

11 In the application of Schedule 1 to the 1986 Act (which sets out certain powers of the administrator) by virtue of section 14 of that Act, as applied by this Part of this Schedule in relation to a company which is an unregistered company, paragraph 22 shall be omitted.

Part II Further modifications of the 1986 Act: application in relation to foreign companies

Introductory

12 (1) Where a PPP administration order has been made in relation to a company which is a foreign company, sections 11 to 23 and 27 of the 1986 Act (as applied by Part I of this Schedule) shall apply in relation to that foreign company with the further modifications set out in the following provisions of this Part of this Schedule.

(2) In this Part of this Schedule, "foreign company" means a company incorporated outside Great Britain.

Effect of order

13 (1) Section 11 of the 1986 Act (effect of administration order), as applied by this Part of this Schedule in relation to a foreign company, shall have effect as follows.

(2) In subsection (1), paragraph (b) shall be omitted.

(3) Subsection (2) shall be omitted.

(4) In subsection (3)--

(a) paragraphs (a) and (b) shall be omitted; and

(b) in paragraph (d)--

(i) the reference to the commencement or continuation of proceedings shall be taken as a reference to the commencement or continuation of proceedings in Great Britain; and

(ii) the reference to the levying of distress against the company shall be taken as a reference to the levying of distress against the foreign company to the extent of its property in England and Wales;

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