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

PART 2PROVISIONS COMING INTO FORCE ON 20TH JANUARY 2007

Information about interests in a company’s shares

2.  (1)  The repeal of sections 198 to 210 and 220 of the 1985 Act or Articles 206 to 218 and 228 of the 1986 Order (obligation to disclose acquisitions and disposals of interests in shares) does not affect any obligation to which a person became subject under section 198 of that Act or Article 206 of that Order before 20th January 2007.

(2) The repeal of sections 212 to 220 of the 1985 Act or Articles 220 to 228 of the 1986 Order (power of public company to require disclosure of interests in shares) does not affect the operation of those provisions in relation to a notice issued by a company under section 212 of the 1985 Act or Article 220 of the 1986 Order before 20th January 2007.

(3) On and after 20th January 2007 any separate part of a register kept by a company under section 213 of the 1985 Act or Article 221 of the 1986 Order (register of interests disclosed in response to requirement by company) shall continue to be kept by the company and shall be treated as a register kept under and for the purposes of section 808 of the Companies Act 2006.

(4) Until regulations under section 1136 of the Companies Act 2006 (regulations about where certain company records are to be kept available for inspection) are made specifying a place for the purposes of section 809(1)(b) of that Act—

(a)the register kept under section 808 of that Act (register of interests disclosed) may be kept by a company at any place where its register of members is kept; and

(b)no notice need be given to the registrar of companies under section 809(2) of that Act.

False or misleading statements in reports

3.  Section 463 of the Companies Act 2006 (liability for false or misleading statements in reports) does not apply to a directors’ report, directors’ remuneration report or summary financial statement first sent to members and others under section 238 or 251 of the 1985 Act, or Article 246 or 259 of the 1986 Order, before 20th January 2007.

Existing agreements to communication by electronic means

4.  (1)  This paragraph applies where an address has been notified by a person to a company for the purposes of—

(a)section 238(4A) or 239(2A) of the 1985 Act or Article 246(4A) or 247(2A) of the 1986 Order (sending or supply of accounts and reports by means of electronic communications);

(b)section 251(2A) of the 1985 Act or Article 259(2A) of the 1986 Order (sending of summary financial statement by means of electronic communications); or

(c)section 369(4A) or 379A(2B) of the 1985 Act or Article 377(5) or 387A(2B) of the 1986 Order (notice of meeting given by means of electronic communications).

(2) Any such notification that is in force immediately before 20th January 2007 shall have effect on and after that date, in relation to the matters to which it relates, as an agreement under paragraph 6(a) of Schedule 5 to the Companies Act 2006 (agreement to accept documents or information in electronic form) and as an address specified under paragraph 7(1) of Schedule 5 to that Act (address for communications in electronic form).

5.  (1)  This paragraph applies where an agreement between a person and a company has been entered into for the purposes of—

(a)section 238(4B) of the 1985 Act or Article 246(4B) of the 1986 Order (sending or supply of copies of accounts and reports by means of website);

(b)section 251(2B) of the 1985 Act or Article 259(2B) of the 1986 Order (sending of summary financial statement by means of website); or

(c)section 369(4B) or 379A(2C) of the 1985 Act or Article 377(6) or 387A(2C) of the 1986 Order (notice of meeting given by means of website).

(2) Any such agreement that is in force immediately before 20th January 2007 shall have effect on and after that date, in relation to the matters to which it relates, as an agreement under paragraph 9(a) of Schedule 5 to the Companies Act 2006 (agreement to accept documents or information by means of a website).