Companies Act 2006 (c. 46)

(The document as of February, 2008)

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12 Where a delegation order is revoked, the Secretary of State may by order make provision--

(a) for the payment of compensation to persons ceasing to be employed by the body established by the delegation order;

(b) as to the winding up and dissolution of the body.

13 (1) This paragraph applies where the body is an unincorporated association.

(2) Any relevant proceedings may be brought by or against the body in the name of any body corporate whose constitution provides for the establishment of the body.

(3) In sub-paragraph (2) "relevant proceedings" means proceedings brought in or in connection with the exercise of any transferred function.

(4) In relation to proceedings brought as mentioned in sub-paragraph (2), any reference in paragraph 11(3)(e) or (4)(c) to the body replacing or being replaced by the Secretary of State in any legal proceedings is to be read with the appropriate modifications.

Section 1264

SCHEDULE 14 Statutory auditors: consequential amendments

Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)

1 (1) Section 16 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27) (grants to bodies concerned with accounting standards etc) is amended as follows.

(2) In subsection (2)--

(a) in paragraph (f) for "paragraph 17" to the end substitute "paragraph 21, 22, 23(1) or 24(1) of Schedule 10 to the Companies Act 2006;",

(b) in paragraph (g) for "Part 2 of that Act" substitute "Part 42 of that Act".

(3) In subsection (5), in the definition of "professional accountancy body"--

(a) in paragraph (a) for "Part 2 of the Companies Act 1989 (c. 40)" substitute "Part 42 of the Companies Act 2006", and

(b) in paragraph (b) for "section 32" substitute "section 1220".

Section 1272

SCHEDULE 15 Transparency obligations and related matters: minor and consequential amendments

Part 1 Amendments of the Financial Services and Markets Act 2000

1 Part 6 of the Financial Services and Markets Act 2000 (listing and other matters) is amended as follows.

2 In section 73 (general duty of competent authority), after subsection (1) insert--

" (1A) To the extent that those general functions are functions under or relating to transparency rules, subsection (1)(c) and (f) have effect as if the references to a regulated market were references to a market. "

3 In section 73A (Part 6 Rules), after subsection (5) insert--

" (6) Transparency rules and corporate governance rules are not listing rules, disclosure rules or prospectus rules, but are Part 6 rules. "

4 For the cross-heading before section 90 substitute "Compensation for false or misleading statements etc".

5 For the heading to section 90 substitute "Compensation for statements in listing particulars or prospectus".

6 (1) Section 91 (penalties for breach of Part 6 rules) is amended as follows.

(2) For subsection (1) substitute--

" (1) If the competent authority considers that--

(a) an issuer of listed securities, or

(b) an applicant for listing,

has contravened any provision of listing rules, it may impose on him a penalty of such amount as it considers appropriate.

(1ZA) If the competent authority considers that--

(a) an issuer who has requested or approved the admission of a financial instrument to trading on a regulated market,

(b) a person discharging managerial responsibilities within such an issuer, or

has contravened any provision of disclosure rules, it may impose on him a penalty of such amount as it considers appropriate. " .

(3) After subsection (1A) insert--

" (1B) If the competent authority considers--

(a) that a person has contravened--

(i) a provision of transparency rules or a provision otherwise made in accordance with the transparency obligations directive, or

(ii) a provision of corporate governance rules, or

(b) that a person on whom a requirement has been imposed under section 89L (power to suspend or prohibit trading of securities in case of infringement of applicable transparency obligation), has contravened that requirement,

it may impose on the person a penalty of such amount as it considers appropriate. " .

(4) In subsection (2) for "(1)(a), (1)(b)(i) or (1A)" substitute "(1), (1ZA)(a), (1A) or (1B)".

7 In section 96B (persons discharging managerial responsibilities and connected persons)--

(a) for the heading substitute "Disclosure rules: persons responsible for compliance";

(b) in subsection (1) for "For the purposes of this Part" substitute "for the purposes of the provisions of this Part relating to disclosure rules".

8 In section 97(1) (appointment by the competent authority of persons to carry out investigations), for paragraphs (a) and (b) substitute--

" (a) there may have been a contravention of--

(i) a provision of this Part or of Part 6 rules, or

(ii) a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive;

(b) a person who was at the material time a director of a person mentioned in section 91(1), (1ZA)(a), (1A) or (1B) has been knowingly concerned in a contravention by that person of--

(i) a provision of this Part or of Part 6 rules, or

(ii) a provision otherwise made in accordance with the prospectus directive or the transparency obligations directive; " .

9 In section 99 (fees) after subsection (1B) insert--

" (1C) Transparency rules may require the payment of fees to the competent authority in respect of the continued admission of financial instruments to trading on a regulated market. " .

10 (1) Section 102A (meaning of "securities" etc) is amended as follows.

(2) After subsection (3) insert--

" (3A) "Debt securities" has the meaning given in Article 2.1(b) of the transparency obligations directive. " .

(3) In subsection (3) (meaning of "transferable securities") for "the investment services directive" substitute "Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments".

(4) In subsection (6) (meaning of "issuer"), after paragraph (a) insert--

" (aa) in relation to transparency rules, means a legal person whose securities are admitted to trading on a regulated market or whose voting shares are admitted to trading on a UK market other than a regulated market, and in the case of depository receipts representing securities, the issuer is the issuer of the securities represented; " .

11 (1) Section 103(1) (interpretation of Part 6) is amended as follows.

(2) In the definition of "regulated market" for "Article 1.13 of the investment services directive" substitute "Article 4.1(14) of Directive 2004/39/EC of the European Parliament and of the Council on markets in financial instruments".

(3) At the appropriate place insert--

" "transparency rules" has the meaning given by section 89A(5);

"voteholder information" has the meaning given by section 89B(3); " .

12 In section 429(2) (Parliamentary control of statutory instruments: affirmative procedure) of the Financial Services and Markets Act 2000 (c. 8) after "section" insert "90B or".

Part 2 Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004

13 Chapter 2 of Part 1 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 (accounts and reports) is amended as follows.

14 (1) Section 14 (supervision of periodic accounts and reports of issuers of listed securities) is amended as follows.

(2) In subsection (2)(a)--

(a) for "listed" substitute "transferable";

(b) for "listing" substitute "Part 6".

(3) In subsection (3)(a)--

(a) for "listed" substitute "transferable";

(b) for "listing" substitute "Part 6".

(4) In subsection (7)(b) for "listed" substitute "transferable".

(5) In subsection (12)--

(a) for ""listed securities" and "listing rules" have" substitute ""Part 6 rules" has";

(b) for the definition of "issuer" substitute--

" "issuer" has the meaning given by section 102A(6) of that Act; " ;

(d) at the end add--

" "transferable securities" has the meaning given by section 102A(3) of that Act. " .

15 (1) Section 15 (application of certain company law provisions to bodies appointed under section 14) is amended as follows.

(2) In subsection (5)(a)--

(a) for "listed" substitute "transferable";

(b) for "listing" substitute "Part 6".

(3) In subsection (5B)(a)--

(a) for "listed" substitute "transferable";

(b) for "listing" substitute "Part 6".

(4) In subsection (6)(b) for ""listing rules" and "security"" substitute ""Part 6 rules" and "transferable securities"".

Section 1295

SCHEDULE 16 Repeals

Company law repeals (Great Britain)

Short title and chapter	Extent of repeal
Companies Act 1985 (c. 6)	Sections 1 to 430F. In section 437-- (a) in subsection (1), the second sentence, and (b) subsections (1B) and (1C). Section 438. In section 439-- (a) in subsection (2), ", or is ordered to pay the whole or any part of the costs of proceedings brought under section 438", (b) subsections (3) and (7), and (c) in subsection (8), "; and any such liability imposed by subsection (2) is (subject as mentioned above) a liability also to indemnify all persons against liability under subsection (3)". Section 442(2). Section 446. In section 448(7), the words "and liable to a fine." to the end. Section 449(7). Section 450(4). Section 451(3). In section 453(1A)-- (a) paragraph (b), and (b) paragraph (d) and the word "and" preceding it. Section 453A(6). Sections 458 to 461. Sections 651 to 746. Schedules 1 to 15B. Schedules 20 to 25.
Insolvency Act 1985 (c. 65)	Schedule 6.
Insolvency Act 1986 (c. 45)	In Schedule 13, in Part 1, the entries relating to the following provisions of the Companies Act 1985-- (a) section 13(4), (b) section 44(7), (c) section 103(7), (d) section 131(7), (e) section 140(2), (f) section 156(3), (g) section 173(4), (h) section 196, (i) section 380(4), (j) section 461(6), (k) section 462(5), (l) section 463(2), (m) section 463(3), (n) section 464(6), (o) section 657(2), (p) section 658(1), and (q) section 711(2).
Building Societies Act 1986 (c. 53)	Section 102C(5).
Finance Act 1988 (c. 39)	In section 117(3), from the beginning to "that section";". In section 117(4), the words "and (3)".
Water Act 1989 (c. 15)	In Schedule 25, paragraph 71(3).
Companies Act 1989 (c. 40)	Sections 1 to 22. Section 56(5). Sections 57 and 58. Section 64(2). Section 66(3). Section 71. Sections 92 to 110. Sections 113 to 138. Section 139(1) to (3). Sections 141 to 143. Section 144(1) to (3) and (6). Section 207. Schedules 1 to 9. In Schedule 10, paragraphs 1 to 24. Schedules 15 to 17. In Schedule 18, paragraphs 32 to 38. In Schedule 19, paragraphs 1 to 9 and 11 to 21.
Age of Legal Capacity (Scotland) Act 1991 (c. 50)	In Schedule 1, paragraph 39.
Water Consolidation (Consequential Provisions) Act 1991 (c. 60)	In Schedule 1, paragraph 40(2).
Charities Act 1992 (c. 41)	In Schedule 6, paragraph 11.
Charities Act 1993 (c. 10)	In Schedule 6, paragraph 20.
Criminal Justice Act 1993 (c. 36)	In Schedule 5, paragraph 4.
Welsh Language Act 1993 (c. 38)	Section 30.
Pension Schemes Act 1993 (c. 48)	In Schedule 8, paragraph 16.
Trade Marks Act 1994 (c. 26)	In Schedule 4, in paragraph 1(2), the reference to the Companies Act 1985.
Deregulation and Contracting Out Act 1994 (c. 40)	Section 13(1). Schedule 5. In Schedule 16, paragraphs 8 to 10.
Requirements of Writing (Scotland) Act 1995 (c. 7)	In Schedule 4, paragraphs 51 to 56.
Criminal Procedure (Consequential Provisions) (Scotland) Act 1995 (c. 40)	In Schedule 4, paragraph 56(3) and (4).
Disability Discrimination Act 1995 (c. 50)	In Schedule 6, paragraph 4.
Financial Services and Markets Act 2000 (c. 8)	Section 143. Section 263.
Limited Liability Partnerships Act 2000 (c. 12)	In the Schedule, paragraph 1.
Political Parties, Elections and Referendums Act 2000 (c. 41)	Sections 139 and 140. Schedule 19. In Schedule 23, paragraphs 12 and 13.
Criminal Justice and Police Act 2001 (c. 16)	Section 45. In Schedule 2, paragraph 17.
Enterprise Act 2002 (c. 40)	In Schedule 17, paragraphs 3 to 8.
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)	Sections 7 to 10. Section 11(1). Sections 12 and 13. Sections 19 and 20. Schedule 1. In Schedule 2, paragraphs 5 to 10, 22 to 24 and 26. In Schedule 6, paragraphs 1 to 9.
Civil Partnership Act 2004 (c. 33)	In Schedule 27, paragraphs 99 to 105.
Constitutional Reform Act 2005 (c. 4)	In Schedule 11, in paragraph 4(3), the reference to the Companies Act 1985.

Repeals and revocations relating to Northern Ireland

Short title and chapter	Extent of repeal or revocation
Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6))	The whole Order.
Companies Consolidation (Consequential Provisions) (Northern Ireland) Order 1986 (S.I. 1986/1035 (N.I. 9))	The whole Order.
Business Names (Northern Ireland) Order 1986 (S.I. 1986/1033 (N.I. 7))	The whole Order.
Industrial Relations (Northern Ireland) Order 1987 (S.I. 1987/936 N.I. 9))	Article 3.
Finance Act 1988 (c. 39)	In section 117(3), the words from "and for" to the end.
Companies (Northern Ireland) Order 1989 (S.I. 1989/2404 (N.I. 18))	The whole Order.
Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19))	In Schedule 7, in the entry relating to Article 166(4), the word "office". In Schedule 9, Part I.
European Economic Interest Groupings Regulations (Northern Ireland) 1989 (S.R. 1989/216)	The whole Regulations.
Companies (Northern Ireland) Order 1990 (S.I. 1990/593 (N.I. 5))	The whole Order.
Companies (No. 2) (Northern Ireland) Order 1990 (S.I. 1990/1504 (N.I. 10))	Parts II to IV. Part VI. Schedules 1 to 6.
Criminal Justice Act 1993 (c. 36)	In Schedule 5, Part 2. Schedule 6.
Financial Provisions (Northern Ireland) Order 1993 (S.I. 1993/1252 (N.I. 5))	Article 15.
Deregulation and Contracting Out Act 1994 (c. 40)	Section 13(2). Schedule 6.
Pensions (Northern Ireland) Order 1995 (S.I. 1995/3213 (N.I. 22))	In Schedule 3, paragraph 7.
Deregulation and Contracting Out (Northern Ireland) Order 1996 (S.I. 1996/1632 (N.I. 11))	Article 11. Schedule 2. In Schedule 5, paragraph 4.
Youth Justice and Criminal Evidence Act 1999 (c. 23)	In Schedule 4, paragraph 18.
Limited Liability Partnerships Act (Northern Ireland) 2002 (c. 12 (N.I.))	The whole Act.
Open-Ended Investment Companies Act (Northern Ireland) 2002 (c. 13)	The whole Act.
Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4))	In Schedule 3, paragraphs 3 to 5.
Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)	Section 11(2). In Schedule 2, paragraphs 11 to 15.
Law Reform (Miscellaneous Provisions) (Northern Ireland) Order 2005 (S.I. 2005/1452 (N.I. 7))	Article 4(2).
Companies (Audit, Investigations and Community Enterprise) (Northern Ireland) Order 2005 (S.I. 2005/1967 (N.I. 17))	The whole Order.

Other repeals

Short title and chapter

Extent of repeal or revocation

Limited Partnerships Act 1907 (c. 24)

In section 16(1)--

(a)

the words ", and there shall be paid for such inspection such fees as may be appointed by the Board of Trade, not exceeding 5p for each inspection", and

(b)

the words from "and there shall be paid for such certificate" to the end.

In section 17--

(a)

the words "(but as to fees with the concurrence of the Treasury)", and

(b)

paragraph (a).

Business Names Act 1985 (c. 7)

The whole Act.

Companies Act 1989 (c. 40)

Sections 24 to 54.

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