The Companies Act 1989 (Commencement No. 7 and Transitional and Saving Provisions) Order 1990

Transitional and saving provisions

5.—(1) Notwithstanding the commencement of section 139 of the 1989 Act by this Order, the provisions of the old Chapter III shall continue in force for the purposes of the transitional provisions made by this article.

(2) A company which holds an annual general meeting on or after 1st October 1990 but before 1st January 1991 may make an annual return for 1990 in accordance with the provisions of the old Chapter III instead of in accordance with the provisions of the new Chapter III.

(3) A company which has held an annual general meeting for 1990 prior to 1st October 1990 but which is not by that date in default with respect to the delivery of its annual return for 1990 may also make an annual return for 1990 in accordance with the provisions of the old Chapter III instead of in accordance with the provisions of the new Chapter III.

(4) A company to which paragraph 2 of Schedule 4 to the Companies Act 1989 (Commencement No. 4 and Transitional and Saving Provisions) Order 1990(1) applies(a company which elects under section 366A of the 1985 Act(2) not to have an annual general meeting) which is not by 1st October 1990 in default with respect to the delivery of its annual return for 1990 may also make an annual return for 1990 in accordance with the provisions of the old Chapter III instead of in accordance with the provisions of the new Chapter III.

(5) A company able to make a return under paragraphs (2), (3) or (4) above under the old Chapter III shall be deemed to have elected to do so upon the delivery of a return for 1990 in the form prescribed for the purposes of sections 363 and 364 of the 1985 Act by Regulation 4 of, and Schedule 3 to, the Companies (Forms) Regulations 1985(3), or upon the expiry of the time within which it would be required to deliver its first return under the new Chapter III in the absence of this Regulation.

(6) Where a company elects, or is treated as having elected under paragraph (5), to make a return in accordance with paragraphs (2), (3) or (4) then:

(a) in connection with that return, sections 363(7), 364(4) and 365(3) of the old Chapter III shall, without prejudice to the generality of paragraph (1) of this article, continue to be applicable to defaults in complying with sections 363, 364 and 365 respectively of that Chapter;

(b) a return made under the old Chapter III, as continued in force by this article, which complies with the formal and substantive provisions of that Chapter (including those in section 365 requiring the return to be completed and forwarded to the registrar of companies within a certain time) shall be treated, for the purposes of section 363 of the new Chapter III, as a return delivered in accordance with the new Chapter III; and

(c) in connection with that return, the amendment made by section 139(4) of the 1989 Act to Schedule 1 to the Company Directors Disqualification Act 1986(4) shall be treated as not having been made.

(7) Nothing in the new Chapter III shall be construed as requiring a company to deliver an annual return for 1990 to the registrar under that Chapter if the company would, under sections 363(3) or 364(2) of the old Chapter III, have been exempt from making an annual return for 1990.

(1)

S.I. 1990/355.

(2)

Section 366A is inserted into the 1985 Act by section 115(2) of the 1989 Act.

(3)

S.I. 1985/854.

(4)

1986 c. 46.