Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009

The final debate concerns three draft consequential amendments orders: the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009; the Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2009; and the Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009. The Companies Act 2006 updates company law to ensure that it reflects modern needs. The Act, which received Royal Assent in November 2006, has been implemented in phases over the past three years and these draft orders relate to the provisions which are being commenced as part of our final implementation of the Act on 1 October 2009. An earlier consequential amendments order was made in 2008 relating to those provisions, commencing on 6 April 2008 and 1 October 2008. A number of consequential amendments have also been made in two commencement orders made under the Companies Act 2006. The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 makes consequential changes to many different pieces of legislation, going as far back as the Newspaper Libel and Registration Act 1881. The amendments can be broken down into three broad areas. First, there are the consequential amendments to existing company law—for example, the remaining parts of the Companies Act 1985 relating to company investigations. Secondly, there are the amendments to insolvency legislation, which are required because the 2006 Act removes the link between the Companies Act 1985 and the Insolvency Act 1986. Finally, this order makes consequential amendments to other primary legislation that refers to, or includes concepts from, the Companies Act 1985 or the Companies Act 1989. In many cases, we have simply updated references to provisions in the 1985 Act. The taxes and national insurance order similarly amends legislation for which Her Majesty’s Revenue and Customs is responsible which uses Companies Act references, definitions and concepts. The uncertificated securities order makes consequential amendments to the uncertificated securities regulations 2001. These set out the legislative structure for CREST, the computerised system that transfers shares, gilts, corporate bonds and money market instruments electronically without using paper certificates. In all but two areas— refusal to register a transfer of shares and information about the state of the register of members—the order simply replaces old references to various definitions and provisions of the Companies Act 1985 with new ones relating to the Companies Act 2006. All three orders make two types of consequential amendment. The first type relates to references to company law in other Acts which are changed to refer to the equivalent provisions and definitions in the 2006 Act. These are purely mechanical amendments. For example, a reference to "the Companies Act 1985" is simply changed to "the Companies Act 2006". The second type of amendment relates to a change in the substance of company law. For example, some of the information contained in the old-style memorandum is now contained in the articles of association. That change must be reflected in other legislation. The overall intention of all these consequential amendments is to ensure that the legislation which is amended continues to operate in an effective way and is easy for the reader to use. I commend these orders to the Committee.