Statement by the Russian Federation for the Working Session 14

For the purposes of the Companies Act 1985 ("the principal Act") and this Act, an " old public company " is a company limited by shares or by guarantee and having a share capital in respect of which the following conditions are satisfied—

References in the principal Act (other than so much of it as is derived from Part I of the Companies Act 1980, and other than section 33 (penalty for trading under misleading name)) to a public company or a company other than a private company are to be read as including (unless the context otherwise requires) references to an old public company, and references in that Act to a private company are to be read accordingly.

An old public company may be re-registered as a public company if—

The resolution must alter the company's memorandum so that it states that the company is to be a public company and make such other alterations in it as are necessary to bring it in substance and in form into conformity with the requirements of the principal Act with respect to the memorandum of a public company.

A resolution of the directors under this section is subject to section 380 of the principal Act (copy of resolution to be forwarded to registrar of companies within 15 days).

The documents referred to in subsection (1)(b) are—

The registrar may accept a declaration under subsection (4)(b) as sufficient evidence that the resolution has been passed and the necessary conditions were satisfied.

Section 47(1) and (3) to (5) of the principal Act apply on an application for re-registration under this section as they apply on an application under section 43 of that Act.

The following are the conditions referred to in section 2(1)(c) (being conditions also relevant under section 4).

At the time concerned, the nominal value of the company's allotted share capital must not be less than the authorised minimum (defined in section 118 of the principal Act).

In the case of all the shares of the company, or of all those of its shares which are comprised in a portion of the share capital which satisfies the condition in subsection (2)—

An old public company may pass a special resolution not to be re-registered under section 2 as a public company; and section 54 of the principal Act (litigated objection by shareholders) applies to the resolution as it would apply to a special resolution by a public company to be re-registered as private.

If either— the registrar of companies shall issue the company with a certificate stating that it is a private company; and the company then becomes a private company by virtue of the issue of the certificate.

For the purposes of subsection (2)(b), proceedings on the application are concluded—

If an old public company delivers to the registrar of companies a statutory declaration in the prescribed form by a director or secretary of the company that the company does not at the time of the declaration satisfy the conditions specified in section 3 for the company to be re-registered as public, the registrar shall issue the company with a certificate stating that it is a private company; and the company then becomes a private company by virtue of the issue of the certificate.

A certificate issued to a company under subsection (2) or (4) is conclusive evidence that the requirements of that subsection have been complied with and that the company is a private company.

If at any time a company which is an old public company has not delivered to the registrar of companies a declaration under section 4(4), the company and any officer of it who is in default is guilty of an offence unless at that time the company—

A person guilty of an offence under subsection (1) is liable on summary conviction to a fine not exceeding one-fifth of the statutory maximum or, on conviction after continued contravention, to a daily default fine not exceeding one-fiftieth of the statutory maximum for every day on which the subsection is contravened.

The following has effect notwithstanding section 1(2).

References to a public company in sections 146 to 149 of the principal Act (treatment of a company's shares when acquired by itself) do not include an old public company; and references in those sections to a private company are to be read accordingly.

In the case of a company which after 22nd March 1982 remained an old public company and did not before that date apply to be re-registered under section 8 of the Act of 1980 as a public company, any charge on its own shares which was in existence on or immediately before that date is a permitted charge for the purposes of Chapter V of Part V of the principal Act and accordingly not void under section 150 of that Act.

An old public company is guilty of an offence if it carries on any trade, profession or business under a name which includes, as its last part, the words " public limited company " or " cwmni cyfyngedig cyhoeddus ".

A company guilty of an offence under this section, and any officer of the company who is in default, is liable on summary conviction as for an offence under section 33 of the principal Act.

Subject as follows, sections 99, 101 to 103, 106, 108 and 110 to 115 in Part IV of the principal Act apply to a company whose directors have passed and not revoked a resolution to be re-registered under section 2 of this Act, as those sections apply to a public company.

Sections 99, 101 to 103, 108 and 112 of the principal Act do not apply to the allotment of shares by a company, other than a public company registered as such on its original incorporation, where the contract for the allotment was entered into—

A company which was incorporated before 12th February 1979 and which has such an official seal as is mentioned in section 40 of the principal Act may use the seal for sealing such securities and documents as are there mentioned, notwithstanding anything in any instrument constituting or regulating the company or in any instrument made before that date which relates to any securities issued by the company.

Any provision of such an instrument which requires any such securities or documents to be signed shall not apply to the securities or documents if they are sealed with that seal.

The relief given by this section (being a replacement of section 39 of the Companies Act 1981) applies only where a company has issued shares in circumstances to which this section applies before 4th February 1981.

Subject as follows, this section applies where the issuing company (that is, the company issuing shares as mentioned in section 130 of the principal Act) has issued at a premium shares which were allotted in pursuance of any arrangement providing for the allotment of snares in the issuing company on terms that the consideration for the shares allotted was to be provided by the issue or transfer to the issuing company of shares in another company or by the cancellation of any shares in that other company not held by the issuing company.

The other company in question must either have been at the time of the arrangement a subsidiary of the issuing company or of any company which was then the issuing company's holding company or have become such a subsidiary on the acquisition or cancellation of its shares in pursuance of the arrangement

Any part of the premiums on the shares so issued which was not transferred to the company's share premium account in accordance with section 56 of the Act of 1948 shall be treated as if that section had never applied to those premiums (and may accordingly be disregarded in determining the sum to be included in the company's share premium account).

Section 133(2) and (3) of the principal Act apply for the interpretation of this section; and for the purposes of this section—

This section is deemed included in Chapter III of Part V of the principal Act for the purpose of the Secretary of State's power under section 134 of that Act to make regulations in respect of relief from the requirements of section 130 of that Act.

The repeal by the Banking Act 1979 (" the 1979 Act") of the Protection of Depositors Act 1963 ("the 1963 Act") shall not affect, and shall be deemed never to have affected, the application of the following provisions of the 1963 Act to unexempted companies on and after the commencement of Parts I and III of the 1979 Act, that is to say—

In this section " unexempted company " means any company within the meaning of the 1963 Act which is not excepted by section 2(1) of the 1979 Act from the prohibition on the acceptance of deposits imposed by section 1 of the latter Act

The provisions of the principal Act with respect to winding up (other than sections 635, 658 and 620 as applied for the purposes of section 620 and subsection (2) below) shall not apply to any company of which the winding up commenced before 1st November 1929; but every such company shall be wound up in the same manner and with the same incidents as if the Companies Act 1929, the Act of 1948 and the principal Act (apart from the sections above-mentioned) had not passed; and, for the purposes of the winding up, the Act or Acts under which the winding up commenced shall be deemed to remain in full force.

A copy of every order staying or sisting the proceedings in a winding up commenced as above shall forthwith be forwarded by the company, or otherwise as may be prescribed, to the registrar of companies, who shall enter the order in his records relating to the company.

The repeal of section 107 of the 1981 Act (conversion of creditors' winding up into members' voluntary winding up, due to circumstances arising in the period April to August 1981) does not affect the enablement for such a conversion by means of a statutory declaration (complying with subsection (2) of the section) delivered to the registrar of companies after the commencement date.

For the purposes of sections 577(4) and 583 of the principal Act (consequences of actual or prospective failure to pay debts in full within the period stated by the directors in the declaration of solvency), the period stated in the declaration in the case of a winding up converted under section 107 is taken to have been 12 months from the commencement of the winding up, unless the contrary is shown.

The following provisions of this section have effect with regard to the Industrial and Provident Societies Act 1967 (of which certain provisions were amended by section 10 of the Companies (Floating Charges and Receivers) (Scotland) Act 1972).

For section 3 of the Act of 1967 the following shall be substituted—

Subsections (1) and (2)(a) of section 4 of the Act of 1967 continue in force as amended by paragraph (iv) of section 10 of the Companies (Floating Charges and Receivers) (Scotland) Act 1972.

In sections 4 and 5 of the Act of 1967, for the words " Part I of the Act of 1972 " there shall be substituted the words " the relevant provisions of the Companies Act 1985 ".

In this section—

So far as anything done or treated as done under or for the purposes of any provision of the old Acts could have been done under or for the purposes of the corresponding provision of the new Acts, it is not invalidated by the repeal of that provision but has effect as if done under or for the purposes of the corresponding provision; and any order, regulation or other instrument made or having effect under any provision of the old Acts shall, in so far as its effect is preserved by this subsection, be treated for all purposes as made and having effect under the corresponding provision.

Where any period of time specified in a provision of the old Acts is current immediately before the commencement date, the new Acts have effect as if the corresponding provision had been in force when the period began to run; and (without prejudice to the foregoing) any period of time so specified and current is deemed for the purposes of the new Acts— and any rights, priorities, liabilities, reliefs, obligations, requirements, powers, duties or exemptions dependent on the beginning, duration or end of such a period as above mentioned shall be under the new Acts as they were or would have been under the old.

Where in any provision of the new Acts there is a reference to another provision of those Acts, and the first-mentioned provision operates, or is capable of operating, in relation to things done or omitted, or events occurring or not occurring, in the past (including in particular past acts of compliance with any enactment, failures of compliance, contraventions, offences and convictions of offences), the reference to that other provision is to be read as including a reference to the corresponding provision of the old Acts.

A contravention of any provision of the old Acts committed before the commencement date shall not be visited with any severer punishment under or by virtue of the new Acts than would have been applicable under that provision at the time of the contravention; but—

A reference in any enactment, instrument or document (whether express or implied, and in whatever phraseology) to a provision (whether first in force before or after the Act of 1948 or contained in that Act) which is replaced by a corresponding provision of the new Acts is to be read, where necessary to retain for the enactment, instrument or document the same force and effect as it would have had but for the passing of the new Acts, as, or as including, a reference to that corresponding provision.

The generality of subsection (6) is not affected by any specific conversion of references made by this Act, nor by the inclusion in any provision of the new Acts of a reference (whether express or implied, and in whatever phraseology) to the provision of the old Acts corresponding to that provision, or to a provision of the old Acts which is replaced by a corresponding provision of the new.

Nothing in the new Acts affects—

Anything saved from repeal by section 459 of the Act of 1948 and still in force immediately before the commencement date remains in force notwithstanding the repeal of the whole of that Act.

Where any provision of the new Acts was, immediately before the commencement date, contained in or given effect by a statutory instrument (whether or not made under a power in any of the old Acts), then—

The provisions of this section are without prejudice to the operation of sections 16 and 17 of the Interpretation Act 1978 (savings from, and effect of, repeals); and for the purposes of section 17(2) of that Act (construction of references to enactments repealed and replaced ; continuity of powers preserved in repealing enactment), any provision of the old Acts which is replaced by a provision of the principal Act, the Company Securities (Insider Dealing) Act 1985 or the Business Names Act 1985 is deemed to have been repealed and re-enacted by that one of the new Acts and not by this Act.