The Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006

Documents delivered to registrar of companies

5.—(1) Section 1078 (documents subject to Directive disclosure requirements) has effect with the following adaptations.

(2) In subsection (2) (documents relating to any company)—

(a) under the heading “Constitutional documents”—

(i) in item 2 for “Any amendment of the company’s articles” substitute “Any amendment of the company’s memorandum or articles”;

(ii) for item 3 substitute—

“3.   After any amendment of the company’s memorandum or articles, the text of the document as amended.”;

(iii) omit item 4;

(b) under the heading “Accounts, reports and returns”, in item 1 for “441” substitute “242 of the Companies Act 1985 or Article 250 of the Companies (Northern Ireland) Order 1986”.

(3) In subsection (3) (documents relating to public company)—

(a) under the heading “Share capital”—

(i) in item 2 omit “and the statement of capital accompanying it”;

(ii) in item 3 for “section 570 or 571” substitute “section 95(1), (2) or (3) of the Companies Act 1985 or Article 105(1), (2) or (3) of the Companies (Northern Ireland) Order 1986”;

(iii) in item 4 for “section 593 or 599” substitute “section 103 or 104 of the Companies Act 1985 or Article 113 or 114 of the Companies (Northern Ireland) Order 1986”;

(iv) omit items 5 and 6;

(v) for item 7 substitute—

“7.    Statement or notice delivered under section 128 of the Companies Act 1985 or Article 138 of the Companies (Northern Ireland) Order 1986 (registration of particulars of special rights).”;

(vi) omit item 8;

(vii) in item 9 for “section 689” substitute “section 122 of the Companies Act 1985 or Article 132 of the Companies (Northern Ireland) Order 1986” and omit “and the statement of capital accompanying it”;

(viii) omit item 10;

(ix) for item 11 substitute—

“11.   Any statutory declaration or statement delivered under section 117 of the Companies Act 1985 or Article 127 of the Companies (Northern Ireland) Order 1986 (public company share capital requirements).”;

(b) under the heading “Mergers and divisions”—

(i) in item 1 for “section 906 or 921” substitute “paragraph 2(1) of Schedule 15B to the Companies Act 1985 or paragraph 2(1) of Schedule 15B to the Companies (Northern Ireland) Order 1986”;

(ii) in item 2 for “section 899 or 900 in respect of a compromise or arrangement to which Part 27 (mergers and divisions of public companies) applies” substitute “section 425(2) or 427 of that Act in respect of a compromise or arrangement to which section 427A of that Act applies or under Article 418(2) or 420 of that Order in respect of a compromise or arrangement to which Article 420A of that Order applies”.

(4) Omit subsection (4).

(5) For subsections (5) and (6) (power to make provision for documents relating to overseas company) substitute—

“(5) In the case of a company incorporated outside the United Kingdom or a credit or financial institution to which section 699A of the Companies Act 1985 or Article 648A of the Companies (Northern Ireland) Order 1986 applies—

1.   Any return delivered under paragraph 1, 7 or 8 of Schedule 21A to that Act or paragraph 1, 7 or 8 of Schedule 20A to that Order (branch registration).

2.    Any document delivered under paragraph 1 or 8 of Schedule 21A to that Act or under paragraph 1 or 8 of Schedule 20A to that Order.

3.    Any notice under section 695A(3) of that Act or Article 645A of that Order of the closure of a branch.

4.    Any document delivered under Schedule 21C to that Act or Schedule 20C to that Order (accounts and reports of foreign credit and financial institutions).

5.    Any document delivered under Schedule 21D to that Act or Schedule 20D to that Order (accounts and reports of companies subject to branch registration, other than credit and financial institutions).

6.    Any return delivered under section 703P of that Act or Article 652O of that Order (particulars on winding up).”.