2Unfit directors of dissolved companies: Great Britain

(1)

The Company Directors Disqualification Act 1986 is amended as follows.

(2)

In section 6 (duty of court to disqualify unfit directors of insolvent companies)—

(a)

in the heading, omit “of insolvent companies”;

(b)

in subsection (1)—

(i)

omit “, it is satisfied”;

(ii)

for paragraphs (a) and (b) substitute—

“(a)

the court is satisfied—

(i)

that the person is or has been a director of a company which has at any time become insolvent (whether while the person was a director or subsequently), or

(ii)

that the person has been a director of a company which has at any time been dissolved without becoming insolvent (whether while the person was a director or subsequently), and

(b)

the court is satisfied that the person’s conduct as a director of that company (either taken alone or taken together with the person’s conduct as a director of one or more other companies or overseas companies) makes the person unfit to be concerned in the management of a company.”;

(c)

in subsection (3), after paragraph (c) insert—

“(d)

where the company in question has been dissolved without becoming insolvent, a court which at the time it was dissolved had jurisdiction to wind it up.”

(3)

In section 7 (disqualification orders under section 6: applications and acceptance of undertakings)—

(a)

in subsection (2), for the words from “the day” to the end substitute “—

(a)

in a case where the person is or has been a director of a company which has become insolvent, the day on which the company became insolvent, or

(b)

in a case where the person has been a director of a company which has been dissolved without becoming insolvent, the day on which the company was dissolved.”;

(b)

in subsection (4)(a), after “insolvent” insert “or been dissolved without becoming insolvent”.

(4)

In section 8ZA (order disqualifying person instructing unfit director of insolvent company), in the heading, omit “of insolvent company”.

(5)

In section 8ZB (application for order under section 8ZA), in subsection (2), at the end insert “or was dissolved without becoming insolvent.”

(6)

In section 15A (compensation orders and undertakings), in subsection (3)(b), after “company” insert “, or a company which has been dissolved without becoming insolvent,”.

(7)

In section 22A (application of Act to building societies), after subsection (3) insert—

“(3A)

In relation to a building society, this Act applies as if—

(a)

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) were omitted;

(b)

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.”

(8)

In section 22B (application of Act to incorporated friendly societies), in subsection (3A), for the words from “sections” to the end substitute “—

(a)

sections 6(1)(a)(ii) and (3)(d), 7(2)(b) and 8ZA to 8ZE were omitted;

(b)

references in sections 7(4)(a) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.”

(9)

In section 22C (application of Act to NHS foundation trusts), after subsection (2) insert—

“(2A)

In relation to an NHS foundation trust, this Act applies as if—

(a)

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) were omitted;

(b)

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent were omitted.”

(10)

In section 22E (application of Act to registered societies), in subsection (4), for paragraph (f) substitute—

“(f)

sections 6(1)(a)(ii) and (3)(d), 7(2)(b) and 8ZA to 8ZE are to be disregarded;

(g)

references in sections 7(4)(a) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded.”

(11)

In section 22F (application of Act to charitable incorporated organisations), in subsection (3), after paragraph (b) insert—

“(ba)

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) are to be disregarded;

(bb)

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded;”.

(12)

In section 22G (application of Act to further education bodies), in subsection (3), after paragraph (a) insert—

“(aa)

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) are to be disregarded;

(ab)

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded;”.

(13)

In section 22H (application of Act to protected cell companies), in subsection (4), before paragraph (a) insert—

“(za)

sections 6(1)(a)(ii) and (3)(d) and 7(2)(b) are to be disregarded;

(zb)

references in sections 7(4)(a), 8ZB(2) and 15A(3)(b) to a company which has been dissolved without becoming insolvent are to be disregarded;”.

(14)

The amendments made by this section have effect in relation to conduct of directors of companies occurring, and in relation to companies dissolved, at any time before, as well as after, the passing of this Act.