The Companies Act 2006 and Limited Liability Partnerships (Transitional Provisions and Savings) (Amendment) Regulations 2009

EXPLANATORY NOTE

(This note is not part of the Regulations)

These Regulations amend the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860 (C.126)) (“the 2008 Order”) and the Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804) (“the 2009 Regulations”).

Regulation 2(1) and (2) amends the 2008 Order so as to stop section 22(2) of the Companies Act 2006 (“the 2006 Act”) from coming into force on 1st October 2009.

Regulation 2(1) and (3) replaces the transitional provisions and savings relating to sections 1012 to 1023 of the 2006 Act which come into force on 1st October 2009. Section 1012 provides for the property of a dissolved company to vest in the Crown as if it were bona vacantia. Sections 1013 to 1022 provide for the disclaimer by the Crown of title to such property and the effects of disclaimer. Sections 1012 to 1022 re-enact, with modifications, corresponding provisions of the Companies Act 1985 (c.6) and the Companies (Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)). In particular, there are changes to the time periods within which the appropriate Crown representative must disclaim title to such property. Transitional provisions in paragraph 88 of Schedule 2 to the 2008 Order provide for sections 1012 to 1022 of the 2006 Act to apply in relation to the property of a company dissolved on or after 1st October 2009, and for the provisions replaced by those sections to continue to apply in relation to the property of a company dissolved before that date.

Regulation 2(1) and (3) changes the transitional provisions as they relate to the property of a company dissolved before 1st October 2009. The new law on disclaimer will apply in relation to such property if, at 1st October 2009, the appropriate Crown representative has neither had notice that the property has vested in the Crown, nor received an application to consider disclaimer nor waived the right to disclaim. The old law will continue to apply in cases where the new law does not apply.

Regulation 2(1) and (3) also replaces the transitional provision relating to section 1023, but the effect remains the same.

Sections 1012 to 1023 were applied to limited liability partnerships by regulations 52 to 55 of the 2009 Regulations. Paragraph 22 of Schedule 1 to those Regulations provides for transitional provisions corresponding to those for company property. Regulation 3 replaces those provisions with transitional provisions corresponding to those substituted, in relation to company property, by regulation 2(1) and (3).

Regulation 2(1) and (4) adds new savings to the 2008 Order. They relate to section 26(2)(a) of the Companies Act 1985 and section 2(1)(a) of the Business Names Act 1985 (c.7), which have been repealed with effect from 1st October 2009. The effect is to save prohibitions on companies being registered by, or persons carrying on business under, a name which would be likely to give an impression of a connection with the Welsh Assembly Government. These savings will cease to have effect when equivalent prohibitions are introduced by amendment to the corresponding provisions of the 2006 Act.