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Which sections came into force on 6 April?
Part 4: Execution of documents (section 44)
Part 8: Register of members - removal of entries and time limit for claims (sections 121 and 128)
Part 12: Company secretaries (sections 270 – 280), except for sections 275 – 279 (register of secretaries and duty to inform Companies House)
Part 15: Accounts and reports (sections 380 – 474), except for section 417 (contents of directors' report: business review) and section 463 (liability for false or misleading statements in reports) which were already in force
Part 16: Audit (sections 475 – 539), except for sections 485 – 488 (appointment of auditors of private companies), which were already in force
Part 17: Transferability of shares (section 544)
Part 19: Debentures (sections 738 – 754)
Part 20: Private and public companies (sections 755 – 767)
Part 21: Certification and transfer of securities (sections 768 – 790)
Part 22: Exercise of right to inspect register of interests disclosed (sections 811(4), 812 and 814)
Part 23: Distributions (sections 829 – 853)
Part 26: Arrangements and reconstructions (sections 895 – 901)
Part 27: Mergers and divisions of public companies (sections 902 – 941)
Part 36: Consents required for certain prosecutions (section 1126)
Part 38: Definitions of undertaking and related expressions (sections 1161 and 1162), banking company (section 1164), insurance company (section 1165), dormant companies (section 1169), credit institution and working day (section 1173) and meaning of references to "requirements of this Act" (section 1172)
Part 42: Statutory auditors (sections 1209 – 1264), except for sections 1242 – 1244 (duties of third country auditors: information to be supplied by third country auditors), which will come into force on 29 June 2008
Part 44: Expenses of winding up (section 1282)
Additionally, various other sections, principally relating to definitions and offences, came into force so far as is necessary for the sections listed above. And a number of statutory instruments relevant to these sections also came into force.
How have the sections been brought into force?
The implementing statutory instrument is the Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007. This is subject to a few changes made by the Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008. Both Orders are available on the OPSI website, which you can access from the following links: No 5; No 6.
Some of the sections are subject to transitional adaptations. These are set out in Part 1 of Schedule 1 to the Fifth Commencement Order (as amended). Some of the sections are also subject to minor changes made by the Companies Act 2006 (Consequential Amendments etc) Order 2008.
What is happening to the 1985 Act?
The Fifth Commencement Order repeals those sections of the 1985 Act which the 2006 Act now supersedes. Transitional provisions clarify which rules apply where something straddles the 6 April implementation date. For example, the 1985 Act continues to apply to annual accounts if a company is in an accounting period which began before 6 April 2008.
Some of the sections in the 1985 Act which remain in force are subject to minor changes made by the Companies Act 2006 (Consequential Amendments etc) Order 2008.
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