The Companies, Limited Liability Partnerships and Partnerships (Amendment etc.) (EU Exit) Regulations 2019

Regulation6

SCHEDULE 1 U.K. Amendments to the Act

1.  The Act is amended in accordance with this Schedule. U.K.

Commencement Information

I1 Sch. 1 para. 1 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Amendment to Part 8 – a company's members U.K.

2.  In section 141(2)(b) (subsidiary acting as authorised dealer in securities), for “regulated market” substitute “ UK regulated market ”M1 .

Commencement Information

I2 Sch. 1 para. 2 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M1 A definition of “UK regulated market” was inserted into section 1173(1) of the Companies Act 2006 by the Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145).

Amendment to Part 9 – exercise of members' rights U.K.

3.  In section 146(1) (traded companies: nomination of persons to enjoy information rights), for “regulated market” substitute “ UK regulated market or an EU regulated market ”M2 .

Commencement Information

I3 Sch. 1 para. 3 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M2 A definition of “EU regulated market” was inserted into section 1173(1) of the Companies Act 2006 by the Accounts and Reports (Amendment) (EU Exit) Regulations 2019 (S.I. 2019/145).

Amendment to Part 10 – a company's directors U.K.

4.  In section 164 (particulars of directors to be registered: corporate directors and firms), for paragraph (c) substitute—

“(c) in the case of a limited company that is a UK-registered company, the registered number;”.

Commencement Information

I4 Sch. 1 para. 4 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Amendment to Part 12 – company secretaries U.K.

5.  In section 278(1) (particulars of secretaries to be registered: corporate secretaries and firms), for paragraph (c) substitute—

“(c) in the case of a limited company that is a UK-registered company, the registered number;”.

Commencement Information

I5 Sch. 1 para. 5 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Amendment to Part 13 – resolutions and meetings U.K.

6.  In section 360C(b) (meaning of “traded company”) M3 , for “regulated market in an EEA State” substitute “ UK regulated market or an EU regulated market ”.

Commencement Information

I6 Sch. 1 para. 6 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M3 Section 360C was inserted by S.I. 2009/1632.

Amendments to Part 14 – control of political donations and expenditure U.K.

7.  In section 363 (political parties, organisations etc to which Part 14 applies)—

(a) for subsection (1) substitute—

“(1) This Part applies to a political party if it is registered under Part 2 of the Political Parties, Elections and Referendums Act 2000 (c. 41).”;

(b) in subsections (2)(b) and (3), omit “or another member State”.

Commencement Information

I7 Sch. 1 para. 7 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

8.  In section 365(1)(b)(ii) (meaning of “political expenditure”), for “a member state” substitute “ the United Kingdom ”. U.K.

Commencement Information

I8 Sch. 1 para. 8 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Amendments to Part 17 – a company's share capital U.K.

9.  In section 562(3)(a) (communication of pre-emption offers to shareholders), for “an EEA State”, in both places it occurs, substitute “ the United Kingdom or an EEA State ”.

Commencement Information

I9 Sch. 1 para. 9 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Amendments to Part 21A – information about people with significant control U.K.

10.  In section 790B(1)(a) (companies to which Part 21A applies) M4 , for “regulated market which is situated in an EEA State” substitute “ UK regulated market or an EU regulated market ”.

Commencement Information

I10 Sch. 1 para. 10 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M4 Section 790B was inserted by section 81 of, and Schedule 3 to, the Small Business, Enterprise and Employment Act 2015 c. 26 and has been amended by regulation 5(2) of S.I. 2017/693.

11.  In section 790C(7)(b) (key terms) M5 , for the words from “regulated market” to the end substitute “ UK regulated market or an EU regulated market, ”. U.K.

Commencement Information

I11 Sch. 1 para. 11 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M5 Section 790C was inserted by section 81 of, and Schedule 3 to, the Small Business, Enterprise and Employment Act 2015 and subsection (7)(b) was substituted by regulation 6(2) of S.I. 2017/693.

Amendment to Part 23 – distributions U.K.

12.  In section 832(5)(a) (distributions by investment companies out of accumulated revenue profits) M6 , for “regulated market” substitute “ UK regulated market ”.

Commencement Information

I12 Sch. 1 para. 12 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M6 Section 832(5)(a) was substituted by regulation 2(2)(a) of S.I. 2012/952.

Amendment to Part 24 – annual confirmation of accuracy of information on register U.K.

13.  In section 853E(6) (duty to notify trading status of shares) M7 , in paragraph (b) of the definition of “relevant market”, for “regulated market” substitute “ UK regulated market or an EU regulated market ”.

Commencement Information

I13 Sch. 1 para. 13 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M7 Part 24 was substituted by section 92 of the Small Business, Enterprise and Employment Act 2015 and the definition of “relevant market” in section 853E(6) was substituted by paragraph 9(6) of Schedule 4 to S.I. 2017/701.

Amendment to Part 34 – overseas companies U.K.

14.  In section 1047 (registered name of overseas company)—

(a) omit subsection (3);

(b) in subsection (4)—

(i) omit “In any other case,”;

(ii) after paragraph (b), insert—

“(ba) section 57 (permitted characters etc);”;

(c) omit subsection (5);

(d) in subsection (6) omit “or (5)”.

Commencement Information

I14 Sch. 1 para. 14 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Amendments to Part 35 – the registrar of companies U.K.

15.  In section 1068(5) (registrar's requirements as to form, authentication and manner of delivery), for “as from 1st January 2007 all documents subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”.

Commencement Information

I15 Sch. 1 para. 15 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

16.  In section 1077(1) (public notice of receipt of certain documents), for “subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”. U.K.

Commencement Information

I16 Sch. 1 para. 16 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

17.  In section 1078 (documents subject to Directive disclosure requirements)— U.K.

(a) for the heading substitute “ Enhanced disclosure documents ”;

(b) in subsection (1)—

(i) for the first sentence, substitute “ The enhanced disclosure documents are as follows. ”;

(ii) omit the second sentence;

(c) in subsection (4)(a), for “subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”.

Commencement Information

I17 Sch. 1 para. 17 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

18.  In section 1079(4)(b) (effect of failure to give public notice), for “a document subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”. U.K.

Commencement Information

I18 Sch. 1 para. 18 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

19.  Omit section 1079A (provision of information for publication on European e-Justice portal) M8 . U.K.

Commencement Information

I19 Sch. 1 para. 19 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M8 Section 1079A was inserted by article 5 of S.I. 2014/1557.

20.  In section 1080(3) (the register), for “documents subject to the Directive disclosure requirements (see section 1078) that are delivered to the registrar on or after 1st January 2007” substitute “ an enhanced disclosure document (see section 1078) delivered to the registrar, ”. U.K.

Commencement Information

I20 Sch. 1 para. 20 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

21.  In section 1086(2) (right to copy of material on the register), for “a document subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”. U.K.

Commencement Information

I21 Sch. 1 para. 21 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

22.  In section 1089(2) (form of application for inspection or copy), for “As from 1st January 2007, applications in respect of documents subject to the Directive disclosure requirements” substitute “ Applications in respect of an enhanced disclosure document ”. U.K.

Commencement Information

I22 Sch. 1 para. 22 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

23.  In section 1090(2) (form and manner in which copies to be provided), for “As from 1st January 2007, copies of documents subject to the Directive disclosure requirements” substitute “ Copies of an enhanced disclosure document ”. U.K.

Commencement Information

I23 Sch. 1 para. 23 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

24.  In section 1091(5) (certification of copies as accurate), for “documents that are subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”. U.K.

Commencement Information

I24 Sch. 1 para. 24 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

25.  In section 1098(1) (public notice of removal of certain material from the register), for “any document subject to the Directive disclosure requirements” substitute “ an enhanced disclosure document ”. U.K.

Commencement Information

I25 Sch. 1 para. 25 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Amendments to Part 38 – companies: interpretation U.K.

26.  In section 1173(1) (minor definitions: general), for the definition of “transferable securities”M9 substitute—

““transferable securities” has the meaning given by Article 2.1.24 of Regulation (EU) No. 600/2014 of the European Parliament and of the Council of 15 May 2014 and amending Regulation (EU) No. 648/2012;”M10 .

Commencement Information

I26 Sch. 1 para. 26 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2

Marginal Citations

M9 The definition of transferable securities was inserted by regulation 12(2) of S.I. 2015/980 and amended by paragraph 9(7)(a)(ii) of Schedule 4 to S.I. 2017/701.

M10 The definition of “transferable securities” in Article 2.1.24 was amended by the Markets in Financial Instruments (Amendment) (EU Exit) Regulations 2018 (S.I. 2018/1403).

Amendments to Schedule 8 – index of defined expressions U.K.

27.  Schedule 8 (index of defined expressions) is amended as follows—

(a) omit the entry for “Directive disclosure requirements”;

(b) at the appropriate place insert—

“enhanced disclosure documents

section 1078”.

Commencement Information

I27 Sch. 1 para. 27 in force on IP completion day (in accordance with 2020 c. 1, Sch. 5 para. 1(1)), see reg. 2