The Companies Act 1989 (Commencement No. 2) Order 1990

Explanatory Note

(This note is not part of the Order)

This Order brings into force certain of the provisions of the Companies Act 1989.

Article 2 of this Order brings into force sections 1 and 15 in Part I of the Act (Company Accounts) on 1st March 1990, for the purpose of inserting a new section 251 into Part VII of the Companies Act 1985. This new section permits a public company with a Stock Exchange listing to circulate a summary financial statement to members of the company in place of full accounts, in such cases as may be specified in regulations made by the Secretary of State. Article 8 makes transitional provisions for financial years of a company for which accounts and a directors' report are prepared under the Companies Act 1985 prior to its amendment by the Companies Act 1989.

Article 3 of this Order brings into force on 1st March 1990 those provisions of Part II of the Companies Act 1989 (Regulation of Auditors) necessary to enable recognition to be granted to supervisory bodies and to professional qualifications (including overseas qualifications). Article 3 also brings into force on the same date the provisions of Part II of the Act relating to the withdrawal of recognition from such bodies and qualifications, to the ability of the Secretary of State to obtain a compliance order, to information to be supplied by recognised supervisory bodies or by bodies offering a recognised qualification, to the payment of fees and to the position of supervisory bodies and bodies offering recognised qualifications under competition law. Also brought into force thereby on that date are provisions of Part II of the Act exempting a recognised supervisory body from liability for damages in certain circumstances and provisions concerning false and misleading statements made in connection with applications for recognition, recognised status or with requirements imposed on recognised supervisory bodies or bodies offering a recognised qualification.

Article 4 of this Order brings the remaining provisions of Part III of the Companies Act 1989 (Investigations and Powers to obtain information) not already in force into force on 21st February 1990 with the exception of references to a body established by order under section 46 of the Act and to provisions of Part VII of the Act (Financial Markets and Insolvency).

Article 5 of this Order brings into force, in Part V (Other amendments of company law) certain minor amendments made by section 145 and Schedule 19. These are paragraphs 1 (Correction of cross-reference), 8 (Transactions with directors not requiring authorisation), 9 (Time limit for holding extraordinary general meeting convened on members' requisition), 12 (Requirements for registration by joint stock companies), 19 (Meaning of “office copy” in Scotland) and 21 (Fraudulent trading by unregistered companies).

Article 6 of this Order brings into force on 1st March 1990 (section 152) and 1st April 1990 (the other provisions) those remaining provisions of Part VI of the Companies Act 1989 (Mergers and related matters) which were not brought into force at Royal Assent. They amend the Fair Trading Act 1973 to enable mergers to be prenotified to the Director General of Fair Trading (section 146) and to make it an offence to furnish false or misleading information to the Director, the Monopolies and Mergers Commission or the Secretary of State in connection with their functions under that Act or the Competition Act 1980 (c. 21) (section 151). Section 152 enables the Secretary of State to make regulations providing for fees to be charged in connection with functions exercised by him, the Director or the Commission under Part V of the Fair Trading Act 1973. The remaining minor amendments contained in Schedule 20 to the Companies Act 1989 which had not already been brought into force at Royal Assent (and which all relate to mergers and connected matters) are also brought into force.

Article 7 of this Order brings into force the following provisions in Part X of the Act (Miscellaneous and general provisions):

• section 208 (Summary proceedings in Scotland for offences in connection with disqualification of directors), on 1st March 1990;

• section 209 (Prosecutions in connection with insider dealing), on 21st February 1990;

• section 210 (Restriction of duty to supply statements of premium income), on 1st April 1990;

• section 212 and Schedule 24, which set out the repeals of enactments made by the Companies Act 1989, to the extent that they relate to the other provisions of the Act brought into force by this Order and on the dates those provisions come into force; and

• the remaining provisions (insofar as they are not already in force), with the exception of section 211, on 2nd February 1990.