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The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009

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Article 18

SCHEDULEPARAGRAPHS 97 TO 109 OF SCHEDULE 2 TO THE COMPANIES ACT 2006 (COMMENCEMENT NO. 8, TRANSITIONAL PROVISIONS AND SAVINGS) ORDER 2008 AS SUBSTITUTED BY THIS ORDER

This schedulenoteType=Explanatory Memorandum has no associated

Delivery of documents to the registrar (ss. 1068 to 1076)

97.  (1)  Sections 1068 and 1069 of the Companies Act 2006 (registrar’s requirements as to form, authentication and manner of delivery and power to require delivery by electronic means) apply to documents delivered to the registrar on or after 1st October 2009 other than those delivered in pursuance of an obligation arising before that date.

(2) Where the obligation to deliver a document to the registrar arose before 1st October 2009, the provisions that would have applied if the document had been delivered before that date continue to apply.

98.  Section 1070 of the Companies Act 2006 (agreement for delivery by electronic means) applies to all documents delivered to the registrar on or after 1st October 2009.

99.  (1)  Section 1071 of the Companies Act 2006 (document not delivered until received) applies in relation to the delivery of documents to the registrar on or after 1st October 2009 other than those delivered in pursuance of an obligation arising before that date.

(2) Where the obligation to deliver a document to the registrar arose before 1st October 2009, the provisions that would have applied if the document had been delivered before that date continue to apply.

100.  (1)  Sections 1072 to 1074 of the Companies Act 2006 (requirements for proper delivery) apply to documents delivered to the registrar on or after 1st October 2009 other than those delivered in pursuance of an obligation arising before that date.

(2) Where the obligation to deliver a document to the registrar arose before 1st October 2009, the provisions that would have applied if the document had been delivered before that date (and the registrar’s former practice with respect to the requirements for proper delivery and documents containing unnecessary material) continue to apply.

101.  (1)  Section 1075 of the Companies Act 2006 (informal correction of document) applies to documents delivered to the registrar on or after 1st October 2009 other than those delivered in pursuance of an obligation arising before that date.

(2) Where the obligation to deliver a document to the registrar arose before 1st October 2009, the provisions that would have applied if the document had been delivered before that date (and the registrar’s former practice with respect to documents requiring correction) continue to apply.

102.  Section 1076 of the Companies Act 2006 (replacement of document not meeting requirements for proper delivery) applies to documents to which sections 1072 to 1074 of that Act apply (see paragraph 100 above).

Documents subject to Directive disclosure requirements (s. 1078)

103.  (1)  This paragraph has effect in relation to section 1078 of the Companies Act 2006 (documents subject to the Directive disclosure requirements) and the adaptations of that section made by paragraph 5 of Schedule 1 to the Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006(1).

(2) The adaptations continue to have effect in relation to documents delivered to the registrar on or after 1st October 2009 in pursuance of provisions of the 1985 Act or 1986 Order.

(3) Documents subject to the Directive disclosure requirements by virtue of any such adaptation remain subject to the Directive disclosure requirements notwithstanding that the adaptation has ceased to have effect.

Effect of failure to give public notice (s. 1079)

104.  In section 1079 of the Companies Act 2006 (effect of failure to give public notice) the references to an amendment of the company’s articles include an amendment before 1st October 2009 of the company’s memorandum.

Annotation of the register (s. 1081)

105.  (1)  Section 1081 of the Companies Act 2006 (annotation of the register) applies in relation to—

(a)documents delivered to the registrar on or after 1st October 2009 other than those delivered in pursuance of an obligation arising before that date, and

(b)certificates issued by the registrar on or after 1st October 2009 other than those issued in response to a document delivered to the registrar before that date or in pursuance of an obligation arising before that date,

and in relation to the content of, and material derived from, such documents and certificates.

(2) The provisions applicable before 1st October 2009 (and the registrar’s former practice with respect to annotation of the register) continue to apply in relation to—

(a)documents delivered to the registrar before that date, or in pursuance of an obligation arising before that date, and

(b)certificates issued by the registrar before that date or in response to a document delivered to the registrar before that date or in pursuance of an obligation arising before that date,

and in relation to the content of, and material derived from, such documents and certificates.

Registrar’s notice to resolve inconsistency on the register (s. 1093)

106.  (1)  Section 1093 of the Companies Act 2006 (registrar’s notice to resolve inconsistency on the register) applies where—

(a)a document is delivered to the registrar on or after 1st October 2009 otherwise than in pursuance of an obligation arising before that date, and

(b)it appears to the registrar that the information contained in the document is inconsistent with other information on the register.

(2) The provisions applicable before 1st October 2009 (and the registrar’s former practice with respect to inconsistencies on the register) continue to apply in relation to documents delivered to the registrar before that date or in pursuance of an obligation arising before that date.

Removal of material from the register (ss. 1094 to 1098)

107.  (1)  This paragraph applies to—

(a)sections 1094 to 1097 of the Companies Act 2006 (removal of material from the register), and

(b)section 1098 of that Act (public notice of removal of certain material from the register).

(2) Those provisions apply in relation to—

(a)documents delivered to the registrar on or after 1st October 2009 other than those delivered in pursuance of an obligation arising before that date, and

(b)certificates issued by the registrar on or after 1st October 2009, other than those issued in response to a document delivered to the registrar before that date or in pursuance of an obligation arising before that date,

and in relation to the content of, and material derived from, such documents and certificates.

(3) The provisions applicable before 1st October 2009 (and the registrar’s former practice with respect to removal of material from the register) continue to apply in relation to—

(a)documents delivered to the registrar before that date, or in pursuance of an obligation arising before that date, and

(b)certificates issued by the registrar before that date or in response to a document delivered to the registrar before that date or in pursuance of an obligation arising before that date,

and in relation to the content of, and material derived from, such documents or certificates.

Language requirements: transliteration (ss. 1108 to 1110)

108.  Sections 1108 to 1110 of the Companies Act 2006 (transliteration of names and addresses) apply in relation to all documents delivered to the registrar on or after 1st October 2009.

General false statement offence (s. 1112)

109.  Section 1112 of the Companies Act 2006 (general false statement offence) applies to all documents delivered, and statements made, on or after 1st October 2009.

(1)

S.I. 2006/3428 (C. 132), amended by S.I. 2007/3495. There are other amending instruments but none is relevant.

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