The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007

Provisions of the Companies Act 2006 coming into force on 1st October 2007 U.K.

2.—(1) The following provisions of the Companies Act 2006 come into force on 1st October 2007—

(a) sections 29 and 30 (resolutions and agreements affecting a company’s constitution);

(b) sections 116 to 119 (inspection of register of members);

(c) sections 145 to 153 (exercise of members’ rights);

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

• section 154 (companies required to have directors);

• section 160 (appointment of directors of public company to be voted on individually);

• section 161 (validity of acts of directors);

• sections 168 and 169 (removal of directors);

• sections 170 to 181 (general duties of directors), except sections 175 to 177 (duty to avoid conflicts of interest, duty not to accept benefits from third parties and duty to declare interest in proposed transaction or arrangement);

• sections 188 to 226 (transactions with directors requiring approval of members);

• sections 227 to 230 (directors’ service contracts);

• section 231 (contract with sole member who is also a director);

• sections 232 to 239 (directors’ liabilities);

• sections [F1 248] to 259 (supplementary provisions);

(e) sections 260 to 269 (derivative claims and proceedings by members);

(f) in Part 13 (resolutions and meetings)—

• sections 281 to 287 (general provisions about resolutions);

• sections 288 to 300 (written resolutions);

• sections 301 to 307, 310 to 326, 327(1), (2)(a) and (b) and (3), 328, 329, 330(1) to (5), (6)(a) and (b) and (7), 331, 332, 334 and 335 (resolutions at meetings);

• sections 336 to 340 (public companies: additional requirements for AGMs);

• sections 341 to 354 (additional requirements for quoted companies);

• sections 355 to 359 (records of resolutions and meetings);

• sections 360 and 361 (supplementary provisions);

(g) section 417 (contents of directors’ report: business review);

(h) sections 485 to 488 (appointment of auditors of private companies);

(i) section 993 (fraudulent trading);

(j) sections 994 to 999 (protection of members against unfair prejudice);

(k) sections 1035 to 1039 and 1124 and Schedule 3 (company investigations: amendments);

(l) sections 1121 to 1123 and 1125 to 1133 (general supplementary provisions relating to offences), as they apply to offences under Part 14 or 15 of the 1985 Act.

(2) Sections 362 to 379 of the Companies Act 2006 (control of political donations and expenditure), with the exception of the provisions specified in article 5 of this Order (which relate to independent election candidates), come into force in Great Britain on 1st October 2007.

(3) The following provisions of the Companies Act 2006 come into force on 1st October 2007 so far as necessary for the purposes of the provisions mentioned in paragraphs (1) and (2)—

(a) section 17 (a company’s constitution);

(b) section 385 (quoted and unquoted companies);

(c) section 540(1) and (4) (shares);

(d) section 545 (companies having a share capital);

(e) section 546 (issued and allotted share capital);

(f) section 548 (equity share capital);

(g) section 629 (classes of shares);

(h) sections 1121, 1122, 1125 and 1127 to 1133 (provisions relating to offences);

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

(j) section 1168 (hard copy and electronic form and related expressions); and

(k) in section 1173 (minor definitions: general), the definitions of “body corporate” (and “corporation”), “firm” and “working day”.

(4) Section 1284 of the Companies Act 2006 (extension of Companies Acts to Northern Ireland) comes into force on 1st October 2007 so far as necessary for the purposes of the provisions mentioned in paragraph (1)(a) to (j).

Textual Amendments

F1 Word in art. 2(1)(d) substituted (30.9.2007) by The Companies Act 2006 (Commencement No. 4 and Commencement No. 3 (Amendment)) Order 2007 (S.I. 2007/2607), arts. 1, 4(1)

Commencement Information

I1 Art. 2 in force at 1.10.2007, see art. 1(3)(a)