The Companies (Audit, Investigations and Community Enterprise) Act 2004 (Commencement) and Companies Act 1989 (Commencement No 18) Order 2004

Citation and interpretation

1.—(1) This Order may be cited as the Companies (Audit, Investigations and Community Enterprise) Act 2004 (Commencement) and Companies Act 1989 (Commencement No 18) Order 2004.

(2) In this Order–

“the 1985 Act” means the Companies Act 1985(1); and

“the 2004 Act” means the Companies (Audit, Investigations and Community Enterprise) Act 2004.

(3) References in articles 3 to 11 to sections are references to those sections of the 1985 Act; and the references in article 3 to Schedule 4A and in article 7 to Schedule 24 are references to those Schedules to that Act.

(4) References in this Order to old sections of the 1985 Act are references to the sections in question as they had effect before their amendment by the 2004 Act; and references to new sections of that Act are references to the sections in question as inserted by the 2004 Act.

Commencement

2.—(1) Section 46 of and Schedule 13 to the Companies Act 1989(2) and the provisions of the 2004 Act set out in Schedule 1 hereto shall come into force on 1st January 2005.

(2) The provisions of the 2004 Act set out in Schedule 2 hereto shall, subject to articles 4 to 13 below, come into force on 6th April 2005.

(3) The provisions of the 2004 Act set out in Schedule 3 hereto shall come into force on 1st July 2005.

(4) The provisions of the 2004 Act set out in Schedule 4 hereto shall, subject to article 3 below, come into force on 1st October 2005.

Transitional provision for section 7 of the 2004 Act

3.  New section 390B(3), and the repeal of old section 390A(3) and of words in paragraph 1(1) of Schedule 4A relating thereto(4), shall have no effect in relation to the accounts of a company for a financial year beginning before 1st October 2005.

Transitional provision for section 9 of the 2004 Act

4.  New sections 234(2A) and 234ZA(5) shall not apply in relation to any report of the directors of a company prepared under section 234 concerning a financial year beginning before 1st April 2005 or ending before 6th April 2005.

Transitional provision for section 19 of the 2004 Act

5.  New section 309A(6) shall have no effect in relation to provisions made before 29th October 2004 which are not void under old section 310(7).

Authorisations under old section 447 of the 1985 Act effective immediately before 6th April 2005

6.  An authorisation under old section 447(3) which was effective immediately before 6th April 2005 shall have effect on and after 6th April 2005 as though it were an authorisation under new section 447(3)(8).

Outstanding requirements under old section 447 of the 1985 Act

7.—(1) An outstanding requirement imposed under old section 447 shall be treated, on and after 6th April 2005, as a requirement imposed under new section 447, whether or not the requirement could have been imposed under new section 447.

(2) But old section 447(6) and (7) shall apply, and section 453C(9) shall not apply, in relation to a failure to comply with such an outstanding requirement.

(3) The following shall continue to have effect for the purposes of paragraph (2):

(a) the references to section 447 in sections 732, 733 and 734(10); and

(b) the entry in Schedule 24 relating to old section 447(6)(11).

(4) Where a person provides information on or after 6th April 2005 in purported compliance with an outstanding requirement and in doing so commits an offence under section 451, the court, on summary conviction of that person for that offence, may not impose a term of imprisonment greater than six months.

(5) For the purposes of this article, an outstanding requirement is a requirement imposed under old section 447, either in directions given by the Secretary of State or by a person authorised by the Secretary of State, which–

(a) was imposed before 6th April 2005;

(b) was required to be complied with on or after that date; and

(c) had not been complied with before that date.

Power to take copies of or extracts from documents produced under old section 447 of the 1985 Act before 6th April 2005

8.  The powers in new section 447(7) are exercisable on and after 6th April 2005 in relation to any document produced before that date in pursuance of old section 447.

Use in evidence of statements made in compliance with requirements under section 447 of the 1985 Act

9.—(1) Subsections (8) to (8B) of old section 447 continue to have effect on and after 6th April 2005 in relation to any statement made before that date as if the reference in subsection (8B)(a) to section 451 were a reference to old or new section 451.

(2) In its application to any statement made on or after 6th April 2005 by a person in compliance with an outstanding requirement imposed under old section 447 or a requirement imposed under new section 447, section 447A has effect as if the relevant offences in section 447A(3) included the offences under old sections 451 and 447(6).

Security of information obtained under old section 447 of the 1985 Act

10.  New section 449 applies, and old section 449 does not apply, to information to which old section 449(1) applied immediately before 6th April 2005.

Power to enter and remain on premises: persons authorised under old section 447 of the 1985 Act

11.  For the purposes of sections 453A and 453B(12), and for the purposes of section 453C as it relates to section 453A, an investigator includes a person authorised for the purposes of old section 447 whose authorisation was effective immediately before 6th April 2005.

Use of information obtained under the 1985 Act for the purposes of proceedings under section 8 of the Company Directors Disqualification Act 1986

12.  The references to sections 447 and 448 of the 1985 Act in section 8(1A)(b)(i) of the Company Directors Disqualification Act 1986(13) are references to either the old or the new sections.

Use of information obtained under Part 14 of the 1985 Act for the purposes of proceedings under section 124A of the Insolvency Act 1986

13.  The reference to information obtained under Part 14 of the 1985 Act in section 124A(1)(a) of the Insolvency Act 1986(14), insofar as it is a reference to information obtained under section 447 or 448 of the 1985 Act, is a reference to information obtained under either the old or the new section.

Jacqui Smith,

Minister for Industry, Regions and Deputy Minister for Women & Equality

Department of Trade and Industry

9th December 2004