The Companies Act 2006 (Commencement No. 6, Saving and Commencement Nos. 3 and 5 (Amendment)) Order 2008

EXPLANATORY NOTE

(This note is not part of the Order)

This is the sixth Commencement Order made under the Companies Act 2006 (c.46). Part 47 and certain provisions in Parts 43, 44 and 46 of the Act came into force on the passing of the Act.

Article 3 brings into force for Great Britain (i.e., for England and Wales and for Scotland) the removal of special provisions about accounts and audit of small charitable companies for financial years beginning on or after 1st April 2008. Schedule 1 brings associated repeals into force.

Article 4 and Schedule 2 keep alive the special provisions about accounts and audit of small charitable companies in Northern Ireland.

Article 5 introduces Schedule 3, which contains amendments of earlier commencement Orders. In particular—

• paragraph 2(2) of the Schedule provides a saving for pre-October 2007 elective resolutions altering the majority required for the calling of company general meetings at shorter notice than provided for in the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 and companies’ articles;

• paragraph 4 ensures that the AGM of a public company which has yet to lay its last accounts under the Companies Act 1985 or the Companies (Northern Ireland) Order 1986 must be held within the seven months after the end of the financial year provided for in the 1985 Act and the 1986 Order, not the six months provided for in the 2006 Act;

• paragraph 6(2) corrects an error in the Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007: the retention of details of former company members included in the register of members immediately before 6th April 2008 and removed from it under section 121 of the 2006 Act must be until 6th April 2018 (or 20 years after the former member had ceased to be a member, if earlier), not 6th April 2008 as set out in that Order;

• paragraph 6(5) substitutes a revised transitional provision relating to the commencement of section 1282 of the 2006 Act (expenses of winding up) on 6th April 2008 (England and Wales, and Northern Ireland, only).

Article 6(1) keeps the old law alive for limited liability partnerships.

Article 6(2) ensures that the operation of the continuity of law provision in section 1297 of the Act is not affected by the earlier provisions of this Order.