Companies Act 2006 Explanatory Notes

Summary of Legislative Changes

7.The company law provisions of the 2006 Act (Parts 1 to 39) restate almost all of the provisions of the 1985 Act, together with the company law provisions of the Companies Act 1989 (the 1989 Act) and the Companies (Audit, Investigations and Community Enterprise) Act 2004 (C(AICE) Act 2004). Paragraphs 9 and 10 below contain details of the provisions that remain in those Acts. The company law provisions also codify certain aspects of the case law.

8.Tables of origins and destinations are available that show the origins of the company law provisions of the Act by reference to enactments in force on 8 November 2006. The tables identify where provisions of the existing law have been re-enacted with or without changes and where provisions of the new law have no predecessor or are fundamentally different from their predecessors.

9.Of company law provisions in the Acts referred to in paragraph 77, the only ones that remain are those on investigations that go wider than companies (Part 14 of the 1985 Act) and the provisions on community interest companies in Part 2 of the C(AICE) Act 2004.

10.The non-company law provisions in those Acts that remain are:

a)

Part 18 of the 1985 Act (floating charges and receivers (Scotland)),

b)

Part 3 of the 1989 Act (powers to require information and documents to assist overseas regulatory authorities),

c)

Section 112 to 116 of the 1989 Act (provisions about Scottish incorporated charities)

d)

Part 7 of the 1989 Act (provisions about financial markets and insolvency)

e)

Schedule 18 of the 1989 Act (amendments and savings consequential upon changes in the law made by the 1989 Act)

f)

Sections 14 and 15 of the C(AICE) Act 2004 (supervision of accounts and reports), and

g)

Sections 16 and 17 of the C(AICE) Act 2004 (bodies concerned with accounting standards etc).

11.In non-company law areas the Act makes amendments to other legislation, in particular the Financial Services and Markets Act 2000, and also makes new provision of various kinds. The main areas in which provision of this kind is made are:

  • overseas disqualification of company directors (Part 40),

  • business names (Part 41) – replacing the Business Names Act 1985,

  • statutory auditors (Part 42) – replacing Part 2 of the Companies Act 1989, and

  • transparency obligations (Part 43) – amending Part 6 of the Financial Services and Markets Act 2000.

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