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The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008

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Provisions of the Companies Act 2006 coming into force on 1st October 2009

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3.  The following provisions of the Companies Act 2006 come into force on 1st October 2009—

(a)in Part 1 (general introductory provisions)—

  • section 1 (companies);

  • sections 3 to 6 (types of company);

(b)Part 2 (sections 7 to 16) (company formation);

(c)in Part 3 (a company’s constitution)—

  • section 17 (a company’s constitution);

  • sections 18 to 28 (articles of association);

  • sections 31 to 38 (other provisions relating to a company’s constitution);

(d)in Part 4 (a company’s capacity and related matters)—

  • sections 39 to 42 (capacity of company and power of directors to bind it);

  • sections 43 and 45 to 47 (formalities of doing business under the law of England and Wales or Northern Ireland);

  • section 48 (formalities of doing business under the law of Scotland);

  • sections 49 to 52 (other matters);

(e)in Part 5 (a company’s name)—

  • sections 53 to 57 (general requirements);

  • sections 58 to 65 (indications of company type or legal form);

  • sections 66 to 68 (similarity to other names);

  • sections 75 and 76 (powers of Secretary of State in relation to company names);

  • sections 77 to 81 (change of name);

(f)Part 6 (sections 86 to 88) (a company’s registered office);

(g)Part 7 (sections 89 to 111) (re-registration as a means of altering a company’s status);

(h)in Part 8 (a company’s members)—

  • section 112 (the members of a company);

  • sections 113 to 115 and 120 and 122 to 127 (register of members);

  • sections 129 to 135 (overseas branch registers);

  • sections 136 to 144 (prohibition on subsidiary being member of its holding company);

(i)in Part 10 (a company’s directors)—

  • sections 162 to 167 (register of directors);

  • sections 240 to 246 (directors’ residential addresses: protection from disclosure);

  • section 247 (power to make provision for employees on cessation or transfer of business);

(j)in Part 12 (company secretaries), sections 275 to 279 (register of secretaries);

(k)in Part 17 (a company’s share capital)—

  • sections 540 to 543 and 545 to 548 (shares and share capital);

  • sections 549 to 559 (allotment of shares: general provisions);

  • sections 560 to 577 (allotment of equity securities: shareholders’ right of pre-emption);

  • sections 578 and 579 (public companies: allotment where issue not fully subscribed);

  • sections 580 to 592 (payment for shares);

  • sections 593 to 609 (public companies: independent valuation of non-cash consideration);

  • sections 610 to 616 (share premiums);

  • sections 617 to 628 (alteration of share capital);

  • sections 629 to 640 (classes of share and class rights);

  • sections 641(1)(b) and 645 to 653 (reduction of share capital confirmed by the court);

  • sections 655 to 657 (miscellaneous and supplementary provisions);

(l)Part 18 (sections 658 to 737) (acquisition by limited company of its own shares);

(m)Part 24 (sections 854 to 859) (a company’s annual return);

(n)Part 25 (sections 860 to 894) (company charges);

(o)Part 31 (sections 1000 to 1034) (dissolution and restoration to the register);

(p)in Part 33 (UK companies not formed under companies legislation), sections 1040 to 1042 (companies not formed under companies legislation but authorised to register);

(q)Part 34 (sections 1044 to 1059) (overseas companies);

(r)in Part 35 (the registrar of companies)—

  • sections 1060 to 1062 (the registrar);

  • section 1063 (fees payable to registrar), so far as not already in force;

  • sections 1064 to 1067 (certificates of incorporation and registered numbers);

  • sections 1068(1) to (4), (6) and (7) and 1069 to 1071 (delivery of documents to the registrar);

  • sections 1072 to 1076 (requirements for proper delivery);

  • sections 1081 to 1084 (the register);

  • sections 1093 to 1098 (correction or removal of material on the register);

  • sections 1099 to 1101 (the registrar’s index of company names);

  • sections 1108 to 1110 (language requirements: transliteration);

  • sections 1112 to 1120 (supplementary provisions);

(s)in Part 36 (offences under the Companies Acts)—

  • sections 1121 to 1123 (liability of officer in default);

  • section 1125 (meaning of “daily default fine”);

  • sections 1127 to 1133 (other provisions);

(t)in Part 37 (companies: supplementary provisions)—

  • sections 1134 to 1136, 1137(2), (3) and (5)(a) and 1138 (company records);

  • sections 1139 to 1142 (service addresses);

  • sections 1149 to 1153 (requirements as to independent valuation);

  • sections 1154 and 1155 (notice of appointment of certain officers);

  • section 1156 (meaning of “the court”);

(u)in Part 38 (companies: interpretation)—

  • section 1158 (meaning of “UK-registered company”);

  • sections 1159 and 1160 and Schedule 6 (meaning of “subsidiary” and related expressions);

  • section 1163 (meaning of “non-cash asset”);

  • section 1166 (meaning of “employees’ share scheme”);

  • sections 1168, 1171, 1173 (so far as not already in force) and 1174 and Schedule 8 (other definitions etc);

(v)in Part 39 (companies: minor amendments)—

  • section 1180 (repeal of certain provisions about company charges);

  • section 1181 (access to constitutional documents of RTE and RTM companies);

(w)Part 40 (sections 1182 to 1191) (company directors: foreign disqualification);

(x)Part 41 (sections 1192 to 1208) (business names);

(y)in Part 44 (miscellaneous provisions)—

  • section 1275 (levy to pay expenses of bodies concerned with actuarial standards etc);

  • section 1283 (commonhold associations);

(z)Part 45 (sections 1284 to 1287) (Northern Ireland).

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