The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009

Statutory Water Companies Act 1991 (c. 58) U.K.

127.—(1) The Statutory Water Companies Act 1991 is amended as follows.

(2) In section 9(3) (arrangements and reconstructions: meaning of “company”), for “within the meaning of the 1985 Act” substitute “ as defined in section 1(1) of the Companies Act 2006 ”.

(3) In section 10(1) (power to appoint officers as directors)—

(a) for “a memorandum and articles” substitute “ articles ”, and

(b) for “such memorandum and articles” substitute “ such articles ”.

(4) In section 11 (registration of statutory water companies)—

(a) in the heading, for “the Companies Act 1985” substitute “ the Companies Act 2006 ”;

(b) in subsection (1), for “Chapter II of Part XXII of the 1985 Act” substitute “ Chapter 1 of Part 33 of the Companies Act 2006 ”;

(c) for subsection (2), substitute—

“(2) It is hereby declared that nothing in that Chapter (or regulations made under it), or in the Water Act 1989, the Water Industry Act 1991 or this Act, is to be construed as requiring a statutory water company registered under section 1040 of the Companies Act 2006 to be treated for any purpose as if it had been a different person in law before its registration.”.

(5) In section 12 (adoption of memorandum and articles)—

(a) in the heading, for “memorandum and articles” substitute “ articles of association ”;

(b) in subsection (1)—

(i) in paragraph (a)(i) for the words “having effect in accordance with paragraph 5 of Schedule 21 to the 1985 Act (enactments to have effect as if contained in memorandum and articles)” substitute “ having effect in accordance with regulations made under section 1042 of the Companies Act 2006 as if contained in the company's articles ”;

(ii) in paragraphs (b) and (c) for “a memorandum and articles” substitute “ articles of association ”;

(iii) in the closing words for “memorandum and articles” substitute “ articles ”;

(c) in subsection (2)(b)(ii) for “memorandum and articles” substitute “ articles ”;

(d) in subsection (5)—

(i) in paragraphs (a), (b) and (c) for “memorandum and articles”, wherever occurring, substitute “ articles ”;

(ii) in paragraph (b) for “section 14 and the other provisions of the 1985 Act” substitute “ section 33 and the other provisions of the Companies Act 2006 ”;

(e) for subsection (6) substitute—

“(6) Subsections (3) and (4) of section 26 of the Companies Act 2006 (penalty for default in delivering copy of articles to registrar) apply in relation to the obligation imposed by subsection (5)(c) above as in relation to the obligation imposed by subsection (1) of that section.”;

(f) in subsection (8) in the definition of “registrar of companies” for “has the same meaning as in the 1985 Act” substitute “ means the registrar of companies for England and Wales ”.

(6) In section 13 (review by High Court of resolution substituting memorandum and articles)—

(a) in the heading for “memorandum and articles” substitute “ articles of association ”;

(b) in subsection (1) for “a memorandum and articles” substitute “ articles of association ”;

(c) in subsection (3)(b)(ii) for “section 681 of the 1985 Act (procedural requirements for registration)” substitute “ the procedural requirements for registration laid down by regulations under section 1042 of the Companies Act 2006 ”;

(d) in subsection (4)(a) and (d) for “memorandum and articles” substitute “ articles ”;

(e) in subsection (5) for “a memorandum and articles” substitute “ articles of association ”;

(f) omit subsection (6);

(g) in subsection (7) for “the 1985 Act” substitute “ the Companies Acts (see section 738 of the Companies Act 2006) ”.

(7) In section 15 (general interpretation)—

(a) in subsection (1), omit the definitions of “the 1985 Act” and “memorandum and articles”;

(b) in subsection (2), for “certificate under section 688 of the 1985 Act” substitute “ certificate of registration under Chapter 1 of Part 33 of the Companies Act 2006 or corresponding earlier provision ”.