The Companies Act 2006 (Consequential Amendments and Transitional Provisions) Order 2011

The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005 (S.I. 2005/1529)

26.—(1) The Financial Services and Markets Act 2000 (Financial Promotion) Order 2005(1) is amended as follows.

(2) In article 2(1) (interpretation: general)—

(a) omit the definitions of “the 1985 Act” and “the 1986 Order” and in their place insert ““the 2006 Act” means the Companies Act 2006”;

(b) in the definition of “equity share capital”, for “the 1985 Act or in the 1986 Order” substitute “the 2006 Act (see section 548)”.

(3) In article 3 (interpretation: unlisted companies)—

(a) in paragraph (1)(c), for the words from “section 163(2)(b)” to the end substitute “section 693(3)(b) of the 2006 Act”;

(b) in paragraph (3)—

(i) in sub–paragraph (a), for “the 1985 Act” substitute “the 2006 Act (see section 1)” and at the end insert “(see sections 540(1) and (4) and 738)”;

(ii) omit sub–paragraph (b).

(4) In article 8A (interpretation: outgoing electronic commerce communications)—

(a) in paragraph (2), for the words from “section 264(2)” to “1986 Order)” substitute “section 831(2) and (3) of the 2006 Act”;

(b) in paragraph (3)(a), for the words from “section 163(2)(b) to “1986 Order)” substitute “section 693(3)(b) of the 2006 Act”.

(5) In article 25(3) (relevant insurance activity: non–real time communications: reinsurance and large risks)—

(a) for sub–paragraph (a) substitute—

“(a) the aggregate of the amounts shown as assets in the balance sheet of the business was 6.2 million euros;”;

(b) in sub–paragraph (b) for the words from “section 262(1)” to “1986 Order” substitute “section 474(1) of the 2006 Act”;

(c) in sub–paragraph (c) for the words from “section 247(6)” to “1986 Order” substitute “section 465(6) of the 2006 Act”.

(6) In article 49 (high net worth companies, unincorporated associations etc)—

(a) in paragraph (5), for “the 1985 Act or in the 1986 Order” substitute “the 2006 Act (see section 547)”;

(b) in paragraph (7), for the words from “section 264” to the end substitute “section 831 of the 2006 Act”.

(7) In article 59(1)(b) (annual accounts and directors’ report)—

(a) for paragraph (i) substitute—

“(i) sections 415 and 419 of the 2006 Act; or”;

(b) omit paragraph (ii);

(c) in paragraph (iii) omit “or (ii)”.

(8) In article 59(7)—

(a) in sub–paragraph (a), for “Part VII of the 1985 Act” substitute “Part 15 of the 2006 Act”;

(b) omit sub–paragraph (b);

(c) in sub–paragraph (c), for “section 251 of the 1985 Act” substitute “section 426 of the 2006 Act”;

(d) for sub–paragraph (d) substitute—

“(d) accounts produced in accordance with Chapter 3 of Part 5 of the Overseas Companies Regulations 2009(2) and filed with the registrar under section 441 of the 2006 Act as applied and modified by regulation 40 of those Regulations;”.

(9) In Part 2 (accompanying material) of Schedule 4 (takeovers of relevant unlisted companies)—

(a) in paragraph 14, for “the 1985 Act or the 1986 Order” substitute “the 2006 Act”;

(b) in paragraph 16—

(i) in sub–paragraph (c), omit the words from “and which” to the end;

(ii) in sub–paragraph (d), omit the words from “and which” to the end;

(c) in paragraph 28(2)—

(i) in sub–paragraph (b)—

(aa) for “Part VII of the 1985 Act” substitute “Part 15 of the 2006 Act”;

(bb) for “section 249A or 249AA” substitute “section 477 or 480”;

(cc) omit the words from “or been exempt” to the end;

(ii) for the words from “Part VII” to the end substitute “Part 15 of the 2006 Act”;

(d) in paragraph 34(a), for the words from “section 204” to “Order” substitute “section 824 of the 2006 Act”;

(e) in paragraph 38, for “the 1985 Act or the 1986 Order” substitute “the 2006 Act”.

(10) In Part 3 (additional material available for inspection) of Schedule 4—

(a) in paragraph 43, for “the 1985 Act or the 1986 Order” substitute “the 2006 Act”;

(b) in paragraph 44, for “the 1985 Act or the 1986 Order” substitute “the 2006 Act”;

(c) in paragraph 45—

(i) in sub–paragraph (b)—

(aa) for “Part VII of the 1985 Act” substitute “Part 15 of the 2006 Act”;

(bb) for “section 249A or 249AA” substitute “section 477 or 480”;

(cc) omit the words from “or been exempt” to the end;

(ii) for the words from “Part VII” to the end substitute “Part 15 of the 2006 Act”.

(1)

S.I. 2005/1529, to which there are amendments not relevant to this Order.

(2)

S.I. 2009/1801.