56 Shadow directors.U.K.
(1)This section applies if—
(a)any property, rights or liabilities are transferred under a transfer scheme to a transferee which at the time of the transfer is a company falling within subsection (2), and
(b)at a time after the transfer the condition set out in subsection (3) is satisfied.
(2)A company falls within this subsection if it is—
(a)a company which is wholly owned by the Crown,
(b)a company which is wholly owned by the CAA, or
(c)a company which is a wholly owned subsidiary of a company falling within paragraph (a) or (b).
(3)The condition is that—
(a)the transferee continues to be, or becomes and continues to be, a company which is wholly owned by the Crown or a wholly owned subsidiary of such a company, or
(b)the Crown continues to hold any special share provided for under the transferee’s articles of association.
[F1(4)For the purposes of the provisions listed in subsection (5) none of the persons listed in subsection (8) is to be regarded as a shadow director of the transferee or of a company associated with the transferee at a time while the condition set out in subsection (3) is satisfied.]
[F2(5)The provisions are—
(a)section 162(6) of the Companies Act 2006 (register of directors: liability for offence);
(b)Chapter 3 of Part 10 of that Act (declaration of interest in existing transaction or arrangement);
(c)sections 190 to 196 of that Act (transactions requiring members’ approval: substantial property transactions);
(d)sections 197 to 214 of that Act (transactions requiring members’ approval: loans etc.);]
[F3(e)regulation 28(3) of the Companies, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (liability for offence), as it applies in relation to an offence under regulation 26 (disclosure of names of directors).]
(8)The persons are—
(a)a Minister of the Crown;
(b)a Northern Ireland Minister;
(c)a nominee of a person falling within paragraph (a) or (b);
(d)a Northern Ireland Department.
(9)A special share is a share which can be held only by the Crown and which gives the shareholder the right to prevent certain events by withholding consent.
(10)A company is associated with the transferee if the conditions in subsections (11) and (12) are satisfied.
(11)The first condition is that the company is designated for the purposes of this subsection by an order of the Secretary of State.
(12)The second condition is that the company is—
(a)wholly owned by the Crown, or
(b)a subsidiary of the transferee.
Textual Amendments
F1S. 56(4)(5) substituted for s. 56(4)-(7) (1.10.2007) by The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/2194), art. 1(3)(a), Sch. 4 para. 95 (with art. 12)
F2S. 56(5) substituted (1.10.2009) by The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941), art. 1(2), Sch. 1 para. 184(4) (with art. 10)
F3S. 56(5)(e) substituted (31.1.2015) by The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 (S.I. 2015/17), reg. 1(1), Sch. 6 para. 3
Commencement Information
I1S. 56 wholly in force at 1.2.2001, see s. 275(1)(2) and S.I. 2001/57, art. 3(1), Sch. 2 Pt. I (subject to the transitional provision and saving in Sch. 2 Pt. II)