Small Business, Enterprise and Employment Act 2015
The appropriate authority may by regulations make provision for the purpose of securing that any non-assignment of receivables term of a relevant contract—
has no effect;
has no effect in relation to persons of a prescribed description;
has effect in relation to persons of a prescribed description only for such purposes as may be prescribed.
A “non-assignment of receivables term” of a contract is a term which prohibits or imposes a condition, or other restriction, on the assignment (or, in Scotland, assignation) by a party to the contract of the right to be paid any amount under the contract or any other contract between the parties.
A contract is a relevant contract if—
it is a contract for goods, services or intangible assets (including intellectual property) which is not an excluded financial services contract, and
at least one of the parties has entered into it in connection with the carrying on of a business.
An “excluded financial services contract” is a contract which—
is for financial services (see section 2) or is a regulated agreement within the meaning of the Consumer Credit Act 1974 (see section 189 of that Act); and
is of a prescribed description.
“Prescribed” means prescribed by the regulations.
The “appropriate authority” means—
in relation to contracts to which the law of Scotland applies, the Scottish Ministers, and
in relation to other contracts, the Secretary of State.
The power of the Scottish Ministers to make regulations under this section includes power to make such provision as the Scottish Ministers consider appropriate in consequence of the regulations.
The power conferred by subsection (7) includes power—
to make transitional, transitory or saving provision;
to amend, repeal, revoke or otherwise modify any provision made by or under an enactment (including an enactment contained in this Act and any enactment passed or made in the same Session as this Act).
In subsection (8) “enactment” includes an Act of the Scottish Parliament.
Regulations under this section—
if made by the Scottish Ministers, are subject to the affirmative procedure;
if made by the Secretary of State, are subject to affirmative resolution procedure.
In section 1(4)(a) “financial services” means any service of a financial nature, including (but not limited to)—
insurance-related services consisting of—
direct life assurance;
direct insurance other than life assurance;
reinsurance and retrocession;
insurance intermediation, such as brokerage and agency;
services auxiliary to insurance, such as consultancy, actuarial, risk assessment and claim settlement services;
banking and other financial services consisting of—
accepting deposits and other repayable funds;
lending (including consumer credit, mortgage credit, factoring and financing of commercial transactions);
financial leasing;
payment and money transmission services (including credit, charge and debit cards, travellers' cheques and bankers' drafts);
providing guarantees or commitments;
financial trading (as defined in subsection (2));
participating in issues of any kind of securities (including underwriting and placement as an agent, whether publicly or privately) and providing services related to such issues;
money brokering;
asset management, such as cash or portfolio management, all forms of collective investment management, pension fund management, custodial, depository and trust services;
settlement and clearing services for financial assets (including securities, derivative products and other negotiable instruments);
providing or transferring financial information, and financial data processing or related software (but only by suppliers of other financial services);
providing advisory and other auxiliary financial services in respect of any activity listed in sub-paragraphs (i) to (xi) (including credit reference and analysis, investment and portfolio research and advice, advice on acquisitions and on corporate restructuring and strategy).
In subsection (1)(b)(vi) “financial trading” means trading for own account or for account of customers, whether on an investment exchange, in an over-the-counter market or otherwise, in—
money market instruments (including cheques, bills and certificates of deposit);
foreign exchange;
derivative products (including futures and options);
exchange rate and interest rate instruments (including products such as swaps and forward rate agreements);
transferable securities;
other negotiable instruments and financial assets (including bullion).
The Secretary of State may by regulations impose a requirement, on such descriptions of companies as may be prescribed, to publish, at such intervals and in such manner as may be prescribed, prescribed information about—
the company's payment practices and policies relating to relevant contracts of a prescribed description, and
the company's performance by reference to those practices and policies.
For the purposes of this section—
“company” has the meaning given by section 1(1) of the Companies Act 2006 (but see subsection (3));
“service tie” means any contractual obligation of a tied pub tenant to receive a service supplied by—
A defect in appointment does not affect the validity of things done by—
the Adjudicator,
the Deputy Adjudicator, or
an acting Deputy Adjudicator.
The Adjudicator may do anything that is calculated to facilitate the carrying out of the Adjudicator's functions or is conducive or incidental to the carrying out of those functions.
In this Part of this Schedule— Expressions defined for the purposes of the Companies Acts have the same meaning in this Part of this Schedule as in those Acts.
a Measure or Act of the National Assembly for Wales, and
In paragraph 12(1) of Schedule 4A to the Water Industry Act 1991 (premises that are not to be disconnected) omit “in respect of the premises”.
Omit paragraph 28 of Schedule 2 to the Companies (Audit, Investigations and Community Enterprises) Act 2004.
In section 2(2) (nominee’s report on company’s proposal), for paragraphs (aa) and (b) substitute—
Section 246A (remote attendance at meetings) is amended as follows. In subsection (1), for the words from “applies to” to the end substitute “applies to any meeting of the members of a company summoned by the office-holder under this Act or the rules, other than a meeting of the members of the company in a members’ voluntary winding up.” In subsection (8) for “creditors, members or contributories” substitute “members”. In subsection (9)(c), for the words from “made” to “of members,” substitute “made”.
This Schedule has effect in relation to regulations under section 144 designating a body (referred to in this Schedule as “the Regulations”) as follows— Provision made in the Regulations by virtue of paragraph 6 or 12, where that paragraph has effect as mentioned in sub-paragraph (1)(b), may only apply in relation to—
The Regulations must provide that—
the body may appoint such persons to be its employees as the body considers appropriate, and
the employees are to be appointed on such terms and conditions as the body may determine.
The Regulations may make provision as to the circumstances and manner in which the body must consult others before exercising any function conferred on it by the Regulations.
The Regulations may provide that the Secretary of State may make grants to the body.
This paragraph applies if the Regulations make provision designating a body (whether one established by the Regulations or one already in existence) in place of a body designated by earlier regulations under section 144; and those bodies are referred to as the “new body” and the “former body” respectively. The Regulations may make provision authorising the Secretary of State to make a scheme (a “transfer scheme”) for the transfer of property, rights and liabilities from the former body to the new body. The Regulations may provide that a transfer scheme may include provision— The Regulations may provide that a transfer scheme may make consequential, supplementary, incidental or transitional provision and may in particular— The Regulations must provide that, where the former body is an existing body, a transfer scheme may only make provision in relation to— In sub-paragraph (4)(f), “TUPE regulations” means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (S.I. 2006/246). In this paragraph—
Section 3 (summoning of meetings) is amended as follows. In subsection (1)— In subsection (2), for the words from “shall” to the end substitute shall— For subsection (3) substitute— For the heading substitute “Consideration of proposal”.
In section 387(2) and (2A) (definition of “relevant date”) for “meetings to consider” substitute “consideration of”.
Section 4 (decisions of meetings) is amended as follows. For subsection (1) substitute— In subsection (3) for “A meeting so summoned shall not” substitute “Neither the company nor its creditors may”. In subsection (4)— In subsection (5) for “each of the meetings” substitute “the meeting of the company and the qualifying decision procedure”. In subsection (6) for “either” substitute “the company”. After subsection (6) insert— In the heading, for “meetings” substitute “the company and its creditors”.
In section 433(3)(a) (admissibility of evidence in statement of affairs etc)—
omit “98(6),”;
for “99(3)(a)” substitute “99(3)”.
Section 4A (approval of arrangement) is amended as follows. In subsection (2)— In subsections (3), (4)(a) and (6)(a) for “creditors’ meeting” substitute “company’s creditors”.
Section 434B (representation of companies at meetings) is amended as follows. In subsection (1), for paragraph (a) substitute—. In the heading, after “corporations” insert “in decision procedures and”.
Section 5 (effect of approval) is amended as follows. In subsection (2)— In subsection (4)(a) after “4(6)” insert “and (6A)”.
In Schedule 8, after paragraph 9 insert—
Section 6 (challenge of decisions) is amended as follows. In subsection (1)(b) for “either of the meetings” substitute “the meeting of the company, or in relation to the relevant qualifying decision procedure”. After subsection (1) insert— In subsection (2)— In subsection (3)(a) after “4(6)” insert “and (6A)”. In subsection (3)(b)— In subsection (4), for “one or both” substitute “any”. In subsection (4)(a), for “in question” substitute “of the company, or in the relevant qualifying decision procedure,”. In subsection (4)(b)— In subsection (4), after paragraph (b) insert— In subsection (5) for “for the summoning of meetings to consider” substitute “or (c) in relation to”. In subsection (6)— In subsection (7)—
Paragraph 10 of Schedule 8 (power to make provision about creditors committees etc) is amended as follows. In sub-paragraph (1)— In sub-paragraph (2)—
In section 7(2)(a) for “given at one or both of the meetings summoned under” substitute “of the voluntary arrangement by the company or its creditors (or both) pursuant to”.
Schedule A1 (moratorium where directors propose voluntary arrangement) is amended as follows. For paragraph 6(2)(c) substitute— For paragraph 7(1)(e)(iii) substitute— A moratorium ends with the later of— unless it is extended under paragraph 32; but this is subject to the rest of this paragraph. In this paragraph the “initial period” means the period of 28 days beginning with the day on which the moratorium comes into force. If the company meeting has not first met before the end of the initial period the moratorium ends at the end of that period, unless before the end of that period it is extended under paragraph 32. If the company’s creditors have not decided whether to approve the proposed voluntary arrangement before the end of the initial period the moratorium ends at the end of that period, unless before the end of that period— Where sub-paragraph (3B)(b) applies, the moratorium ends with the day on which the meeting of the company’s creditors is first held, unless it is extended under paragraph 32. The moratorium ends at the end of the initial period if the nominee has not before the end of that period— as required by paragraph 29(1). For paragraph 8(6)(c) substitute— For the heading before paragraph 29 substitute “Duty to summon company meeting and seek creditors’ decision”. In paragraph 29(1), for the words from “shall” to the end substitute shall— The decision of the company’s creditors is to be made by a qualifying decision procedure. Notice of the qualifying decision procedure must be given to every creditor of the company of whose claim the nominee is aware. In the heading before paragraph 30, for “meetings” substitute “company meeting and qualifying decision procedure”. In paragraph 30(1) for “meetings summoned under paragraph 29” substitute “company meeting summoned under paragraph 29 and the qualifying decision procedure instigated under that paragraph”. In paragraph 30(2) for “A meeting so summoned” substitute “The company meeting summoned under paragraph 29”. In paragraph 30(3) for “either” substitute “the company”. After the company’s creditors have decided whether to approve the proposed voluntary arrangement the nominee must— This paragraph applies where under paragraph 29— The company and its creditors may approve the proposed voluntary arrangement with or without modifications. In paragraph 31(4) for “A meeting summoned under paragraph 29 shall not” substitute “Neither the company nor its creditors may”. In paragraph 31(5) for “a meeting so summoned shall not” substitute “neither the company nor its creditors may”. In paragraph 31(6) for “The meeting may approve such a proposal or modification” substitute “Such a proposal or modification may be approved”. In paragraph 31(7)— The “relevant period” is— Where under sub-paragraph (7) the nominee is given notice of proposed modifications, the nominee must seek a decision from the company’s creditors (using a qualifying decision procedure) as to whether the proposed voluntary arrangement should be approved with those modifications. In paragraph 32(1), after “a” insert “company”. Subject to sub-paragraph (2) the company’s creditors may, by a qualifying decision procedure, decide to extend (or further extend) the moratorium, with or without conditions. The moratorium may not be extended (or further extended) to a day later than the end of the period of two months beginning with the day after the last day of the period mentioned in paragraph 8(3). In paragraph 32(3)— In paragraph 32(4)— In paragraph 32(6) for “may resolve” substitute “of the company may resolve, and the creditors by a qualifying decision procedure may decide,”. In paragraph 33(3) for “At any meeting where” substitute “Where”. This paragraph applies where in accordance with paragraph 32 a meeting of the company resolves, or the company’s creditors decide, that the moratorium be extended (or further extended). The meeting may resolve, and the company’s creditors may by a qualifying decision procedure decide, that a committee be established to exercise the functions conferred on it by the meeting or (as the case may be) by the company’s creditors. The meeting may resolve that such a committee be established only if— A decision of the company’s creditors that such a committee be established is to be taken as made only if— In paragraph 36(2)— In paragraph 36(3), (4)(a) and (5)(a) for “creditors’ meeting” substitute “company’s creditors”. In paragraph 37(2)— In paragraph 37(5)(a)— In paragraph 38(1)— In this paragraph— In paragraph 38(2)— In paragraph 38(3)(a) after “30(3)” insert “and (4)”. In paragraph 38(3)(b)— In paragraph 38(4)(a)(ii) for “in question” substitute “of the company, or in the relevant qualifying decision procedure,”. In paragraph 38(4)(b)— In paragraph 38(4), after paragraph (b) insert— In paragraph 38(5), after “(4)(b)(i)” insert “or (c)(i)”. In paragraph 38(6) and (7)(a), after “(4)(b)” insert “or (c)”. In paragraph 38(9)— In paragraph 39(1) for the words from “approved” to the end substitute “has taken effect under paragraph 37.” In paragraph 40(5)— The appropriate regulator must be given notice of any qualifying decision procedure by which a decision of the company’s creditors is sought for the purposes of this Schedule. The appropriate regulator, or a person appointed by the appropriate regulator, may in the way provided for by the rules participate in (but not vote in) any qualifying decision procedure by which a decision of the company’s creditors is sought for the purposes of this Schedule. Omit paragraph 44(9)(a). In paragraph 44(17A)(b) for “sub-paragraph” substitute “sub-paragraphs (8A) and”.
The regulations may not impose a requirement on a company in relation to any time during which—
it qualifies as a micro-entity for the purposes of section 384A of the Companies Act 2006,
the small companies regime under that Act applies to it (see section 381 of that Act), or
it qualifies as medium-sized for the purposes of section 465 or 466 of that Act.
“The company's payment practices and policies” has such meaning as may be prescribed and the information which may be prescribed may, in particular, include information—
about the standard payment terms of the company and whether these are part of any code of conduct or code of ethics of the company,
about payment terms of the company which are not standard,
about the processing and payment of invoices,
by reference to such codes of conduct or standards as may be prescribed and as are applicable to companies generally or to companies of a prescribed description,
about disputes relating to the payment of invoices, including any dispute resolution mechanism that the company uses,
about payments owed or paid by the company due to late payment of invoices, whether in respect of interest or otherwise.
The regulations may require that information published in accordance with the regulations must be approved or signed by such description of person as may be prescribed.
The regulations may require such of the information required to be published as may be prescribed to be given, in such form as may be prescribed, to prescribed persons.
The regulations may make provision for a prescribed breach by a prescribed description of person of a requirement imposed by the regulations to be an offence punishable on summary conviction—
in England and Wales, by a fine;
in Scotland or Northern Ireland, by a fine not exceeding level 5 on the standard scale.
Before making regulations under this section the Secretary of State must consult such persons as the Secretary of State considers appropriate.
Regulations under this section are subject to affirmative resolution procedure.
The Treasury may make regulations that impose—
a duty on designated banks to provide information about their small and medium sized business customers to designated credit reference agencies, and
a duty on designated credit reference agencies to provide information about small and medium sized businesses to finance providers.
The regulations must provide that the duty in subsection (1)(a) only applies where—
a credit reference agency makes a request to a bank, and
the business customer to whom the information relates has agreed to the information being provided to a credit reference agency.
The regulations must provide that the duty in subsection (1)(b) only applies where—
a finance provider makes a request to a credit reference agency, and
the business to whom the information relates has agreed to the information being provided to the finance provider.
The regulations may provide that the duty in subsection (1)(b) only applies where other conditions are met, such as the finance provider—
complying with the credit reference agency's terms and conditions, and
providing information on its small and medium sized business customers to the credit reference agency (subject to the agreement of those customers).
The regulations must describe the information—
to which the duty in subsection (1)(a) applies;
to which the duty in subsection (1)(b) applies;
which may be required as mentioned in subsection (4)(b).
The regulations may make provision about—
how a request for information must be made by a credit reference agency or finance provider;
the time period within which information must be provided following a request;
the form in which information must be provided;
how a business may indicate agreement for the purposes of subsection (2)(b), (3)(b) or (4)(b) (and for the purposes of subsection (2)(b) this may include imposing an obligation on a designated bank to include an appropriate term in its standard terms and conditions or to otherwise seek agreement).
The regulations must make provision for the designation of banks and credit reference agencies by the Treasury, and the regulations may in particular provide for—
conditions that must be met for a bank or credit reference agency to be designated;
considerations that the Treasury may take into account before deciding whether to designate a bank or credit reference agency;
the Treasury to consider the advice of another person before making a designation;
the procedure for designating a bank or credit reference agency;
how the list of designated banks and credit reference agencies must be published;
the revocation of a designation.
Where— the Treasury may by regulations impose a duty on the bank to provide specified information about the business to designated finance platforms.
a small or medium sized business has applied to a designated bank for a loan or other credit facility, and
the application has been unsuccessful,
The regulations—
must provide that the duty only applies where the business to which the information relates agrees to its information being provided to the designated finance platforms;
may require a bank—
to seek the agreement of a business for the purposes of paragraph (a);
to ask the business for any of the specified information that the bank does not already have;
to provide the information to the finance platforms within a specified time period.
The regulations may make further provision about the duty in subsection (1), which may in particular include provision about—
the types of loans and credit facilities that trigger the duty,
the circumstances in which an application is to be considered unsuccessful, and
the finance platforms to which information must be provided.
Where a finance platform has received information by virtue of subsection (1), the Treasury may by regulations—
impose a duty on the finance platform to provide specified information to all finance providers requesting access to the information, and
impose a duty on the finance platform to provide specified information about a particular business to a finance provider where—
the finance provider has requested information about the business, and
the business has agreed to its information being provided to the finance provider.
Information specified for the purposes of subsection (4)(a) must be in such a form that no individual business, and no person associated with the business, can be identified.
The regulations may provide that the duty in subsection (4)(a) or (b) does not apply unless—
the finance provider or business agrees to the finance platform's terms and conditions;
the finance provider complies with specified requirements about the use and disclosure of the information.
The regulations may make further provision about the duties in subsection (4)(a) and (b), including in particular provision—
requiring the finance platform to provide the information within a specified time period;
setting out how a request by a finance provider must be made to a finance platform;
setting out how a business may indicate agreement for the purposes of subsection (4)(b)(ii);
about the time period for which information must be kept by the finance platform;
about the removal of information from the finance platform.
The regulations may make provision—
prohibiting finance platforms from charging fees to small and medium sized businesses, or
permitting finance platforms to charge fees to small and medium sized businesses.
The regulations must make provision for the designation of banks and finance platforms by the Treasury, and the regulations may in particular provide for—
conditions that must be met for a bank or finance platform to be designated;
considerations that the Treasury may take into account before deciding whether to designate a bank or finance platform;
the Treasury to consider the advice of another person before making a designation;
the procedure for designating a bank or finance platform;
how the list of designated banks and finance platforms must be published;
the revocation of a designation.
In this section “specified” means specified or described in the regulations.
Regulations under sections 4 and 5 may make provision enabling the Financial Conduct Authority to take action for monitoring and enforcing compliance with the regulations.
The regulations may apply, or make provision corresponding to, any of the provisions of the Financial Services and Markets Act 2000 or subordinate legislation made under that Act, with or without modification.
Those provisions include in particular—
provisions about investigations, including powers of entry and search and criminal offences;
provisions for the grant of an injunction (or, in Scotland, an interdict) in relation to a contravention or anticipated contravention;
provisions giving the Financial Conduct Authority powers to impose disciplinary measures (including financial penalties) or to give directions;
provisions giving a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975) or the Financial Conduct Authority powers to make subordinate legislation;
provisions for the Financial Conduct Authority to charge fees.
Regulations under sections 4 and 5 may make provision that enables complaints about the activities of designated credit reference agencies or designated finance platforms to be dealt with under the scheme established by Part 16 of the Financial Services and Markets Act 2000 (financial ombudsman scheme), and for that purpose the regulations may—
apply, or make provision corresponding to, any of the provisions of that Part or rules made under that Part (with or without modifications);
impose obligations on—
the Financial Conduct Authority;
the scheme operator (within the meaning of that Part);
an ombudsman (within the meaning of that Part).
Regulations under section 4 may impose a duty on designated credit reference agencies to provide information received by virtue of section 4(1)(a) or (4)(b) to the Bank of England, and may allow or require the Bank of England to share that information with persons or for purposes specified or described in the regulations; but the regulations must include provision protecting the confidentiality of information so provided.
Regulations under section 4 may provide that a failure to comply with a duty imposed by virtue of section 4(1) may be actionable at the suit of a person who has suffered loss as a result of it (subject to the defences and other incidents applying to actions for breach of statutory duty).
Regulations under section 4 may provide that the following provisions apply to designated credit reference agencies in the same way as they apply to credit reference agencies within the meaning of those provisions—
sections 157 to 160 of the Consumer Credit Act 1974 (duties to disclose and correct information) and regulations made under those sections;
Article 15(1) to (3) of the UK GDPR (confirmation of processing, access to data and safeguards for third country transfers);
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Regulations under section 4 may provide a small or medium sized business with the right to apply to a court for an order to rectify, block, erase or destroy data held about the business by a designated credit reference agency.
In subsection (7), “the UK GDPR” has the same meaning as in Parts 5 to 7 of the Data Protection Act 2018 (see section 3(10) and (14) of that Act).
Regulations under section 5 may impose a duty on designated finance platforms to provide statistical information to the Treasury.
Regulations under section 4 or 5 are subject to affirmative resolution procedure.
For the purposes of sections 4 to 6, a business is a small or medium sized business if— Regulations under those sections may make further provision for the purposes of determining which businesses they apply to (including provision about the calculation of turnover and the determination of control).
it has an annual turnover of less than £25 million,
it carries out commercial activities,
it does not carry out regulated activities as its principal activity, and
it is not owned or controlled by a public authority.
In sections 4 to 6 and this section—
In this Schedule “the 2002 Order” means the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)).
In Article 10(2) of the 2002 Order (period within which application may be made for disqualification order against unfit director of insolvent company), for “2 years” substitute “3 years”. Sub-paragraph (1) applies only to an application relating to a company which has become insolvent after the commencement of that sub-paragraph. Article 9(2) of the 2002 Order (meaning of “becoming insolvent”) applies for the purposes of sub-paragraph (2) as it applies for the purposes of Article 9 of that Order.
After Article 11 of the 2002 Order insert—
Schedule B1 (administration) is amended as follows. In paragraph 49(4)(b), after “company” insert “, other than an opted-out creditor,”. Omit paragraph 50 and the heading before it. For the heading before paragraph 51 substitute “Consideration of administrator’s proposals by creditors”. The administrator must seek a decision from the company’s creditors as to whether they approve the proposals set out in the statement made under paragraph 49(1). The initial decision date for that decision must be within the period of 10 weeks beginning with the day on which the company enters administration. The “initial decision date” for that decision— In paragraph 52(2), for the words from “summon” to “requested” substitute “seek a decision from the company’s creditors as to whether they approve the proposals set out in the statement made under paragraph 49(1) if requested to do so”. Where a decision is sought by virtue of sub-paragraph (2) the initial decision date (as defined in paragraph 51(3)) must be within the prescribed period. For the heading before paragraph 53 substitute “Creditors’ decision”. The company’s creditors may approve the administrator’s proposals— In paragraph 53(2)— In paragraph 54(1)(a) for “at an initial creditors’ meeting” substitute “by the company’s creditors”. Omit paragraph 54(2)(a). In paragraph 54(2)(b)— For paragraph 54(2)(d) substitute— The company’s creditors may approve the proposed revision— In paragraph 54(6)— This paragraph applies where an administrator— In the heading before paragraph 56, for “meetings” substitute “decisions”. In paragraph 56(1), for “summon a creditors’ meeting”— In paragraph 56(2), for “summon a creditors’ meeting” substitute “seek a decision from the company’s creditors on a matter”. In paragraph 57(1), for “A creditors’ meeting may” substitute “The company’s creditors may, in accordance with the rules,”. Omit paragraph 58 and the heading before it. In paragraph 62, for the words from “may” to the end substitute may— For paragraph 74(4)(c) substitute—. For paragraph 78(1)(b) substitute— For paragraph 78(2)(b)(ii) substitute— Whether the company’s unsecured creditors or preferential creditors consent is to be determined by the administrator seeking a decision from those creditors as to whether they consent. Omit paragraph 78(3). In paragraph 79(2)(c) for “a creditors’ meeting requires him to” substitute “the company’s creditors decide that he must”. In paragraph 80(4) after “company” insert “, other than an opted-out creditor,”. In paragraph 83(5)(b) after “creditor” insert “, other than an opted-out creditor,”. In paragraph 83(8)(d) omit “98,”. In paragraph 84(5)(b) after “creditor” insert “, other than an opted-out creditor,”. In the heading before paragraph 97, for “meeting” substitute “decision”. The administrator may be replaced by a decision of the creditors made by a qualifying decision procedure. The decision has effect only if, before the decision is made, the new administrator has consented to act in writing. In paragraph 98(2)(b), for the second “resolution” substitute “decision”. For paragraph 98(3)(b)(ii) substitute— In a case where the administrator is removed from office, a decision of the creditors for the purposes of sub-paragraph (2)(b), or of the preferential creditors for the purposes of sub-paragraph (2)(ba), must be made by a qualifying decision procedure. In paragraph 108(1) omit “, 50(1)(b)”. For paragraph 108(2)(b) substitute— For paragraph 108(3)(b)(ii) substitute— Whether the company’s unsecured creditors or preferential creditors consent is to be determined by the administrator seeking a decision from those creditors as to whether they consent. Omit paragraph 108(4). In paragraph 111, omit the definitions of “correspondence” and “creditors’ meeting”.
Schedule 10 (offences) is amended as follows. In the entry for Schedule B1, paragraph 51(5), in column 2, for “arrange initial creditors’ meeting” substitute “seek creditors’ decision”. In the entry for Schedule B1, paragraph 53(3), in column 2, for “at initial creditors’ meeting” substitute “by creditors”. In the entry for Schedule B1, paragraph 54(7), in column 2, for the words from “decision” to “consider” insert “creditors’ decision on”. In the entry for Schedule B1, paragraph 56(2), in column 2, for “summon creditors’ meeting” substitute “seek creditors’ decision”.
“enactment” includes provision made—
This paragraph applies in relation to a company which has issued a share warrant which has not been surrendered for cancellation before the day on which section 84 comes into force (the “commencement date”). During the period of 9 months beginning with the commencement date (the “surrender period”) the bearer of the share warrant has a right of surrender in relation to the warrant. For the purposes of this Schedule, if the bearer of a share warrant has a right of surrender in relation to the warrant, the bearer is entitled on surrendering the warrant for cancellation— A company must, as soon as reasonably practicable and in any event before the end of the period of 2 months beginning with the day on which a share warrant is surrendered for cancellation pursuant to a right of surrender, complete and have ready for delivery the certificates of the shares specified in the warrant. If a company fails to comply with sub-paragraph (4) an offence is committed by every officer of the company who is in default.
This paragraph applies in relation to a company which has issued a share warrant which has not been surrendered for cancellation before the end of the surrender period. The company must, as soon as reasonably practicable and in any event before the end of the period of 3 months beginning with the day after the end of the surrender period, apply to the court for an order (referred to in this Schedule as a “cancellation order”) cancelling with effect from the date of the order— The company must give notice to the bearer of the share warrant of the fact that an application has been made under this paragraph before the end of the period of 14 days beginning with the day on which it is made; and the notice must include a copy of the application. If a company fails to comply with sub-paragraph (2) or (3) an offence is committed by every officer of the company who is in default. A company must, on making an application for a cancellation order, immediately give notice to the registrar. If a company fails to comply with sub-paragraph (5) an offence is committed by—
This paragraph applies where the court makes a cancellation order or a suspended cancellation order in relation to a public company and— The registrar must not register the cancellation order or (as the case may be) the suspended cancellation order if it has that effect from the end of the grace period unless— The expedited procedure for re-registration provided by section 651 of the Companies Act 2006 applies for the purposes of this paragraph as it applies for the purposes of section 650 of that Act. Where the court makes an order under section 651 of that Act in connection with a suspended cancellation order, the order under section 651 must be conditional on the suspended cancellation order having the effect mentioned in sub-paragraph (1)(b) from the end of the grace period.
A notice required by virtue of any provision of this Schedule to be given to the bearer of a share warrant must be— That period is the period beginning with the day on which the notice is published in the Gazette and ending with— Nothing in this paragraph requires a notice to be made available on the company’s website after the day on which the last of the share warrants issued by the company to be surrendered is surrendered. Sections 1143 to 1148 of the Companies Act 2006 (company communications provisions) apply for the purposes of this Part of this Schedule as they apply for the purposes of the Companies Acts.
For the purposes of any offence under this Part of this Schedule a shadow director is treated as an officer of the company.
Part 12 of the Companies Act 2006 (company secretaries) is amended as follows.
After Article 8 of the 2002 Order insert— Article 8A(2) and (4) of the 2002 Order, as inserted by this paragraph, apply in relation to a conviction of a relevant foreign offence which occurs on or after the day on which this paragraph comes into force regardless of whether the act or omission which constituted the offence occurred before that day.
The 2002 Order is amended as follows. After Article 10 insert— In Article 10 (disqualification order or undertaking and reporting provisions), omit paragraph (4). For the heading to Article 10 substitute “Disqualification orders under Article 9: applications and acceptance of undertakings”. In consequence of the amendment made by sub-paragraph (3), omit paragraph 64 of Schedule 2 to the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)).
After Article 19 of the 2002 Order insert—
The Insolvency Act 1986 is amended in accordance with this Part of this Schedule.
Omit section 379A (remote attendance at meetings) and the heading before it.
The Adjudicator must keep proper accounts and proper records in relation to the accounts. For each financial year, the Adjudicator must prepare a statement of accounts in respect of that financial year. The statement must be in whatever form the Secretary of State directs. The Adjudicator must send a copy of the statement, within a period specified by the Secretary of State, to— After the Adjudicator has sent a copy of a statement of accounts to the Comptroller and Auditor General, the Comptroller and Auditor General must— The Secretary of State must lay before Parliament a copy of the certified statement and the report.
The following are exempt from liability in damages for anything done or omitted in the exercise or purported exercise of their functions— Sub-paragraph (1) does not apply—
The Regulations must provide that the body must pay to its chair and members such remuneration and allowances in respect of expenses properly incurred by them in the exercise of their functions as the Secretary of State may determine. The Regulations must provide that, as regards any member (including the chair) in whose case the Secretary of State so determines, the body must pay or make provision for the payment of— The Regulations must provide that where— the body must make a payment to the person by way of compensation of such amount as the Secretary of State may determine.
The Regulations may make provision— The Regulations may, in particular, make provision— The expenses referred to in sub-paragraph (2)(a) include any expenses incurred by the body on such staff, accommodation, services and other facilities as appear to it to be necessary or expedient for the proper exercise of its functions.
The Regulations must require the body, at least once in each 12 month period, to report to the Secretary of State on— The Regulations must require the Secretary of State to lay before Parliament a copy of each report received under this paragraph. Unless section 394 of the Companies Act 2006 applies to the body (duty on every company to prepare individual accounts), the Regulations must provide that the Secretary of State may give directions to the body with respect to the preparation of its accounts. Unless the body falls within sub-paragraph (5), the Regulations must provide that the Secretary of State may give directions to the body with respect to the audit of its accounts. The body falls within this sub-paragraph if it is a company whose accounts— The Regulations may provide that, whether or not section 394 of the Companies Act 2006 applies to the body, the Secretary of State may direct that any provisions of that Act specified in the directions are to apply to the body with or without modifications.
The Regulations must provide that—
the body is not to be regarded as acting on behalf of the Crown, and
its members, officers and employees are not to be regarded as Crown servants.
A company must, as soon as reasonably practicable and in any event before the end of the period of 1 month beginning with the commencement date, give notice to the bearer of a share warrant issued by the company of— If a company fails to comply with this paragraph an offence is committed by every officer of the company who is in default.
A person guilty of an offence under paragraph 1(5) of this Schedule is liable on summary conviction to a fine not exceeding level 3 on the standard scale and, for continued contravention, a daily default fine not exceeding one-tenth of level 3 on the standard scale. A person guilty of an offence under any other provision of this Schedule is liable—
After section 274 insert—
The following sections of the Companies Act 2006 apply for the purposes of this Part of this Schedule as they apply for the purposes of the Companies Acts—
sections 1121 and 1122 (liability of officer in default);
section 1125 (meaning of “daily default fine”);
sections 1127 and 1128 (general provision about summary proceedings);
section 1129 (legal professional privilege);
section 1132 (production and inspection of documents).
After section 279 insert—
the Defence and Security Public Contracts Regulations 2011 (S.I. 2011/1848) apply, disregarding for this purpose the operation of regulation 9 (thresholds),
Section 41
The Adjudicator may, for the purposes of an investigation, require a person— The Adjudicator may, for the purposes of monitoring whether a pub-owning business has followed a recommendation made under section 56, require the business— The Adjudicator may, for the purposes of exercising functions in relation to the offer of a market rent only option or the provision of parallel rent assessments, require a person— A requirement imposed under this paragraph may include a requirement for information to be provided orally. A requirement is imposed by giving written notice specifying— A notice must also explain the possible consequences of failing to comply. If a notice requires an individual to attend at a particular place, the Adjudicator must offer to pay necessary travelling expenses. A person may not be required under this paragraph to do anything that the person could not be compelled to do in civil proceedings before the High Court.
It is an offence for a person intentionally to fail to comply with a requirement under this Part of this Schedule. It is a defence for a person charged with that offence to prove that there was a reasonable excuse for the person's failure.
It is an offence for a person knowingly to provide false information in response to a requirement under this Part of this Schedule.
A person guilty of an offence under this Part of this Schedule is liable—
on summary conviction, to a fine;
on conviction on indictment, to a fine.
In Schedule 2 to the Parliamentary Commissioner Act 1967 (departments etc subject to investigation) at the appropriate place insert— “ Pubs Code Adjudicator. ”
In Part 3 of Schedule 1 to the House of Commons Disqualification Act 1975 (other disqualifying offices) at the appropriate places insert— “ Member of staff of the Pubs Code Adjudicator. ” “ Pubs Code Adjudicator or Deputy Pubs Code Adjudicator. ”
In Part 6 of Schedule 1 to the Freedom of Information Act 2000 (public authorities) at the appropriate place insert— “ Pubs Code Adjudicator. ”
In each of Schedules 14 and 15 to the Enterprise Act 2002 (provisions about disclosure of information) at the appropriate place insert— “ Part 4 of the Small Business, Enterprise and Employment Act 2015. ”
Section 77
Section 81
After Part 21 of the Companies Act 2006 insert—
After Schedule 1 to that Act insert—
The Companies Act 2006 is amended as follows.
In section 9 (registration documents), in subsection (4), at the end of paragraph (c) insert;
After section 12 insert—
In section 120 (information as to state of register and index), in subsection (1), for “there were no” substitute “ whether there are ”.
In section 1068 (registrar's requirements as to form, authentication and manner of delivery), in subsection (6A) (inserted by Schedule 5 to this Act), after “central register)” insert “ or Chapter 4 of Part 21A (option to keep PSC information on central register) ”.
In section 1087 (material not available for public inspection), in subsection (1), after paragraph (ba) insert—.
Section 1126 (consents required for certain prosecutions) is amended as follows. section 1112 of this Act (general false statement offence); paragraph 5 or 6 of Schedule 1B to this Act (breach of certain restrictions imposed under that Schedule) In subsection (2)(a)— In subsection (2)(b), after “section 798 of” insert “ , or paragraph 5 or 6 of Schedule 1B to, ”. In subsection (3)(a)— In subsection (3)(b), after “section 798 of” insert “ , or paragraph 5 or 6 of Schedule 1B to, ”.
section 790M (register of people with significant control over a company); section 790Z (historic PSC register);
legal entity (in Part 21A) section 790C(5) PSC register section 790C(10) registrable person (in Part 21A) section 790C(4) registrable relevant legal entity (in Part 21A) section 790C(8) relevant legal entity (in Part 21A) section 790C(6) significant control (in Part 21A) section 790C(2)
Section 84
The Companies Act 2006 is amended as follows.
In section 122 (share warrants)—
for subsections (1) and (2) substitute—, and
omit subsection (4).
In section 617 (alteration of share capital of limited company), in subsection (5), after paragraph (e) insert—
In section 652 (liability of members following reduction of capital), in subsection (1)(a), for “or 649” substitute “, 649, 1028A or 1032A of this Act or paragraph 7 of Schedule 4 to the Small Business, Enterprise and Employment Act 2015”.
Omit section 780 (duty of company as to issue of share certificates on surrender of share warrant). The repeal of section 780 has no effect in relation to a share warrant surrendered for cancellation before the day on which section 84 comes into force.
After section 1028 insert— Until section 97 (contents of statements of capital) comes into force, the section 1028A inserted by sub-paragraph (1) has effect as if in subsection (6)— Until section 94 (option to keep information on central register) comes into force, the section 1028A inserted by sub-paragraph (1) has effect as if, in subsection (7), paragraph (b) (and the “or” preceding it) were omitted.
After section 1032A insert— Until section 97 (contents of statements of capital) comes into force, the section 1032A inserted by sub-paragraph (1) has effect as if in subsection (7)— Until section 94 (option to keep information on central register) comes into force, the section 1032A inserted by sub-paragraph (1) has effect as if, in subsection (8), paragraph (b) (and the “or” preceding it) were omitted.
Section 94
The Companies Act 2006 is amended as follows.
In section 12 (statement of proposed officers), in subsection (2), after “will be required” insert “(or, in the absence of an election under section 167A or 279A, would be required)”.
In section 112 (the members of a company), after subsection (2) insert—
In section 127 (register to be evidence), after the words “in it” insert “, except for any matters of which the central register is prima facie evidence by virtue of section 128H”.
In section 246 (putting the address on the public record)—
after subsection (3) insert—,
after subsection (4) insert—, and
in subsection (5), for “or (4)” substitute “, (4) or (4A)”.
In section 286 (votes of joint holders of shares), in subsection (2), after “register of members” insert “(or, if an election under section 128B is in force in respect of the company, in the register kept by the registrar under section 1080)”.
In section 311 (contents of notices of meetings), in subsection (3)(b)(i), after “register of members” insert “(or, if an election under section 128B is in force in respect of the company, by reference to the register kept by the registrar under section 1080)”.
In section 360B (traded companies: requirements for participating in and voting at general meetings), after subsection (4) insert—
In section 554 (registration of allotment), after subsection (2) insert—
In section 558 (when shares are allotted), after “members” insert “(or, as the case may be, to have the person’s name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar)”.
In section 588 (liability of subsequent holders of shares), in subsection (3)(a), after “members” insert “(or, as the case may be, to have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar)”.
In section 605 (liability of subsequent holders of shares), in subsection (4)(a), after “members” insert “(or, as the case may be, to have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar)”.
In section 616 (interpretation of Chapter 7), in subsection (3), after “members” insert “(or, as the case may be, have your name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar)”.
In section 655 (shares no bar to damages against company), after “members” insert “(or have his name and other particulars delivered to the registrar under Chapter 2A of Part 8 and registered by the registrar)”.
In section 724 (Treasury shares), in subsection (4), after “members” insert “(or, as the case may be, the company’s name must be delivered to the registrar under Chapter 2A of Part 8)”.
In section 770 (registration of transfer), after subsection (2) insert—
In section 771 (procedure on transfer being lodged), after subsection (2) insert—
In section 772 (transfer of shares on application of transferor)—
after “the name of the transferee” insert “(or, as the case may be, deliver the name of the transferee to the registrar under Chapter 2A of Part 8)”, and
after “entry” insert “(or delivery)”.
In section 786 (provision enabling or requiring arrangements to be adopted), in subsection (3)(a), after “members” insert “(or, as the case may be, delivered to the registrar under Chapter 2A of Part 8)”.
In section 1068 (registrar’s requirements as to form, authentication and manner of delivery), after subsection (6) insert—
Section 1081 (annotation of the register) is amended as follows. After subsection (1) insert— In subsection (6), after “(1)” insert “or (1A)”.
In section 1094 (administrative removal of material from the register), in subsection (3)(a)—
omit “or” at the end of sub-paragraph (vii),
insert “, or” at the end of sub-paragraph (viii), and
after that sub-paragraph insert—.
section 128D (historic register of members);
In Schedule 5 (communications by a company)—
Sub-paragraph (1) has effect—
Where an election under section 128B is in force, the reference in sub-paragraph (3)(b) to the register of members is to be read as a reference to the register kept by the registrar under section 1080.
the central register —in Chapter 2A of Part 8 section 128A(2) —in Chapter 4 of Part 21A section 790W(2)
Section 97
The Companies Act 2006 is amended as follows.
In section 10 (statement of capital and initial shareholdings), in subsection (2)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 32 (constitutional documents to be provided to members), in subsection (2)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 108 (statement of capital required on re-registration as a limited company which already has allotted share capital), in subsection (3)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 555 (return of allotment by limited company), in subsection (4)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 619 (notice to registrar of sub-division or consolidation), in subsection (3)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 621 (notice to registrar of reconversion of stock into shares), in subsection (3)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 625 (notice to registrar of redenomination), in subsection (3)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 627 (notice to registrar of reduction of capital in connection with redenomination), in subsection (3)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 644 (registration of resolution reducing share capital), in subsection (2)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 649 (registration of court order confirming reduction of share capital), in subsection (2)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 663 (notice to registrar of cancellation of shares), in subsection (3)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 689 (notice to registrar of redemption), in subsection (3)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 708 (notice to registrar of cancellation on purchase of own shares), in subsection (3)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 720B (registration of resolution etc. for purchase of own shares in connection with employees’ share scheme), in subsection (2)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
In section 730 (notification of cancellation of treasury shares), in subsection (5)—
after paragraph (b) insert—, and
omit paragraph (d) (and the “and” immediately before it).
Section 111
The Company Directors Disqualification Act 1986 is amended as follows.
In section 1 (disqualification orders: general) in subsection (2), for “section 6” substitute “sections 6 and 8ZA”.
Section 1A (disqualification undertakings: general) is amended as follows. In subsection (1), for “7 and 8” substitute “5A, 7, 8, 8ZC and 8ZE”. In subsection (2), after “7” insert “or 8ZC”.
Section 2 (disqualification on conviction of indictable offence) is amended as follows. After subsection (1) insert— In subsection (2), after paragraph (a) insert—.
Section 3 (disqualification for persistent breaches of companies legislation) is amended as follows. After subsection (3) insert— In subsection (4)—
In section 5 (disqualification on summary conviction), after subsection (4A) insert—
In section 6 (duty of court to disqualify unfit directors of insolvent companies), in subsection (2), omit “and the next”.
In section 7 (disqualifications under section 6: applications and undertakings), after subsection (4) insert—
Before section 8A insert—
In section 8A (variation etc of disqualification undertaking), in subsection (3)—
before paragraph (a) insert—, and
in paragraph (b), after “section” insert “5A(5),”.
In section 10 (participation in wrongful trading), after subsection (2) insert—
Section 16 (application for disqualification order) is amended as follows. In subsection (1), omit “by the court having jurisdiction to wind up a company”. In subsection (2)—
Section 17 (application for leave under an order or undertaking) is amended as follows. In subsection (3), after “under section” insert “5A,”. After subsection (3) insert—
In section 18 (register of disqualification orders and undertakings), in subsection (2A)(a), for “7 or 8” substitute “5A, 7, 8, 8ZC or 8ZE”.
In section 20 (admissibility in evidence of statements), in subsection (1), for “6 to 10, 15” substitute “5A, 6 to 10, 12C, 15 to 15C”.
In section 21 (interaction with Insolvency Act 1986), in each of subsections (2) and (3), for “6 to 10, 13, 14, 15” substitute “5A, 6 to 10, 12C to 15C”.
In section 22 (interpretation), after subsection (2) insert—
In section 22A (application of Act to building societies), omit subsection (4).
In section 22B (application of Act to incorporated friendly societies)—
after subsection (3) insert—, and
omit subsection (4).
In section 22C (application of Act to NHS foundation trusts) omit subsection (3).
Omit section 22D (application of Act to open-ended investment companies).
Section 22E (application of Act to registered societies) is amended as follows. In subsection (4)— Omit subsection (5).
In section 22F (application of Act to charitable incorporated organisations) omit subsection (4).
Section 112
Section 126
Section 133
Section 144
an Act of Parliament,
a scheme under section 1 of the Police Pensions Act 1976 or section 48 of the Police and Fire Reform (Scotland) Act 2012 (members of police forces);
The Adjudicator may pay to or in respect of the person holding office as the Adjudicator or Deputy Adjudicator— The Secretary of State must determine rates and eligibility criteria for the payments.
Chapter 1 of Part 10 of the Companies Act 2006 (appointment and removal of directors) is amended as follows.
“prescribed” means prescribed in the small and micro business regulations.
Under the heading “Register of directors, etc”, before section 162 insert—
“primary legislation” means—
A company must, before the end of the period of 8 months beginning with the commencement date, give further notice to the bearer of a share warrant of the company of— If a company fails to comply with this paragraph an offence is committed by every officer of the company who is in default.
This paragraph applies in relation to a company if a share warrant of the company and the shares specified in it are cancelled by a cancellation order or a suspended cancellation order. The company must, before the end of the period of 15 days beginning with the cancellation date, deliver to the registrar— The statement of capital must state with respect to the company’s share capital as reduced by the cancellation of the share warrant and the shares specified in it— If the company fails to comply with this paragraph an offence is committed by— In the case of a public company, a statement of capital delivered under this paragraph is to be treated as a document subject to the Directive disclosure requirements for the purposes of the Companies Act 2006 (see section 1078 of that Act).
After section 167 insert—
The Treasury may by regulations change the figure for the time being specified in subsection (1)(a).
Before making regulations under subsection (3) the Treasury must consult such persons as they consider appropriate.
Regulations under subsection (3) are subject to affirmative resolution procedure.
The Commissioners for Her Majesty's Revenue and Customs may disclose to a person (“P”) any of the information included in the VAT registration of another person (“V”) if the disclosure is for the purpose of enabling or assisting P to assess—
V's creditworthiness,
V's compliance with regulatory requirements relating to financial matters, or
the risk of fraud by V.
But subsection (1) does not authorise the Commissioners to disclose any information which is, in the Commissioners' view, financial information relating to any business carried on by V.
If VAT registration information is disclosed to a person in accordance with subsection (1), that person must not further disclose any of the information unless the Commissioners consent to the disclosure.
If VAT registration information is disclosed to a person in accordance with subsection (3) or this subsection, that person must not further disclose any of the information unless the Commissioners consent to the disclosure.
A person does not contravene subsection (3) or (4) by disclosing a financial assessment made wholly or partly in reliance on the VAT registration information, if the financial assessment itself does not include any VAT registration information.
If VAT registration information is disclosed to a person in accordance with subsection (1), (3) or (4), that person must not use that information except for the purposes of making a financial assessment.
A person does not contravene subsection (6) by using, for any purpose, a financial assessment made wholly or partly in reliance on the VAT registration information.
The Commissioners for Her Majesty's Revenue and Customs may make arrangements with any person about disclosures of information to that person (the “recipient”) under subsection (1).
The arrangements may (in particular) provide for—
a fee to be payable by the recipient for the disclosure of information;
conditions to apply to the recipient in relation to information disclosed (including conditions relating to the transfer, holding and processing of the information);
financial penalties to be payable by the recipient for a failure to meet conditions which apply to the recipient under the arrangements.
The Treasury may, by regulations, amend this section so that it authorises the Commissioners to disclose VAT registration information included in a person's VAT registration for additional purposes.
In this section—
“financial assessment” means an assessment of a kind mentioned in subsection (1)(a), (b) or (c);
Regulations under this section are subject to affirmative resolution procedure.
A person commits an offence if the person discloses information in contravention of section 8(3) or (4).
It is a defence for a person charged with an offence under subsection (1) to prove that the person reasonably believed that the disclosure of the information was lawful.
A person commits an offence if the person uses information in contravention of section 8(6).
It is a defence for a person charged with an offence under subsection (3) to prove that the person reasonably believed that the use of the information was lawful.
Section 19(4) to (7) of the Commissioners for Revenue and Customs Act 2005 apply to an offence under this section as they apply to an offence under section 19 of that Act.
This section is without prejudice to the pursuit of any remedy or the taking of any action in relation to a contravention of section 8(1), (3), (4) or (6) (whether or not this section applies to the contravention).
The Commissioners for Her Majesty's Revenue and Customs may, by regulations, make provision authorising officers of Revenue and Customs to disclose prescribed information about the export of goods from the United Kingdom.
In subsection (1) “prescribed information” means information of a kind that is prescribed in the regulations.
But the regulations may only prescribe the following kinds of information—
the commodity code of goods that have been exported from the United Kingdom (a “prescribed code”);
a description of the category of goods covered by a prescribed code;
the names and addresses of persons who have exported goods covered by a prescribed code;
the years and months in which a particular person has exported goods covered by a prescribed code.
Regulations under this section may make such provision as the Commissioners think appropriate in connection with the provision authorising officers of Revenue and Customs to disclose prescribed information (including provision about the manner in which information may be disclosed).
In this section “commodity code” means a code or other identifier applied to a category of goods in connection with the preparation of statistics on exports from the United Kingdom (whether or not it is also applied for other purposes).
Regulations under this section are subject to affirmative resolution procedure.
Section 1 of the Export and Investment Guarantees Act 1991 (assistance in connection with exports of goods and services) is amended as follows.
For subsections (1) and (1A) substitute—
After subsection (4) insert—
For the heading of the section substitute “ Arrangements for the support and development of supplies, etc ”.
The Export and Investment Guarantees Act 1991 is amended as follows.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In subsection (3) of that section, for paragraphs (a) and (b) substitute “ 26,200 million special drawing rights ”.
In subsection (4) of that section—
in paragraph (a)—
for “either of the limits” substitute “ the limit ”;
omit “£5,000 million or, as the case may be,”;
in paragraph (b)—
for “either of the limits” substitute “ the limit ”;
omit “£3,000 million or, as the case may be,”;
omit “but the Secretary of State shall not in respect of any limit exercise the power on more than three occasions”.
At the end of subsection (4) of that section, insert “ after the commencement of section 12 of the Small Business, Enterprise and Employment Act 2015 ”.
After subsection (4) of that section insert—
In subsection (5) of that section—
omit paragraphs (c) and (d);
in paragraph (e) omit “in foreign currency”.
In subsection (6) of that section, for “(1)(b) or (3)(b)” substitute “ (1) or (3) ”.
In section 7(2) of that Act (reports and returns), leave out “in sterling and in foreign currency”.
In section 13 of that Act (Export Credits Guarantee Department and Export Guarantees Advisory Council), omit subsection (4).
The Bills of Exchange Act 1882 is amended as follows.
After section 89 insert—
In section 52(4) (bills of exchange: duties of holder on presentment and payment), at the beginning insert “ Subject to Part 4A (presentment by electronic means), ”.
Omit sections 74B and 74C (which provide for alternative means of presentment of cheque for payment by banker).
In section 87 (promissory notes: presentment for payment), at the end insert—
The amendments made by this section have effect in relation to presentment of instruments after it comes into force, including instruments created before that time.
Part 5 of the Financial Services (Banking Reform) Act 2013 (regulation of payment systems) is amended as follows.
Section 58 (power to require disposal of interest in payment system) is amended as provided in subsections (3) and (4).
to dispose of all or part of that interest.
After subsection (2) insert—
In section 108 (relationship with Part 8 of the Payment Services Regulations 2009), in subsection (1)—
for “this Part” substitute “ sections 54 to 58 ”,
for “obtain access to, or otherwise participate in,” substitute “ obtain direct access to ”, and
for “does not apply” substitute “ applies ”.
The Secretary of State must secure that, by no later than 31 May 2017, a system for streamlined company registration is in place.
For the purposes of this section and section 16, a system for streamlined company registration is a system which enables all of the registration information to be delivered by or on behalf of a person who wishes to form a company after 31 May 2017—
on a single occasion to a single recipient, and
by electronic means.
“Registration information” means—
the documents which must be delivered to the registrar under section 9 of the Companies Act 2006 (registration documents) in respect of the formation of a company;
the documents or other information which must or may be delivered to Her Majesty's Revenue and Customs in respect of registration of a company for purposes connected with VAT, corporation tax and PAYE.
In this section—
“regulated activities” has the same meaning as in the Financial Services and Markets Act 2000 (see section 22 of that Act);
A person holds and vacates office as the Adjudicator or Deputy Adjudicator in accordance with the terms of the appointment, but—
the initial term of office may not be more than 4 years,
a person may be appointed for no more than 2 further terms of office,
a further term may not be more than 3 years,
the person may resign by giving written notice to the Secretary of State, and
the Secretary of State may dismiss the person if satisfied that the person is unable, unwilling or unfit to perform the person's functions.
The Adjudicator must make procedural arrangements for dealing with any conflict of interest affecting— The Adjudicator must consult the Secretary of State before making or revising the arrangements. The Adjudicator must publish a summary of the arrangements.
Service as the Adjudicator, or as the Deputy Adjudicator, is not service in the civil service of the state.
This paragraph applies if both the Adjudicator and the Deputy Adjudicator are unable to act in relation to a matter because of conflicts of interest. The Secretary of State must appoint a person to act as a Deputy Adjudicator if asked to do so by the Adjudicator. An acting Deputy Adjudicator may carry out any of the Adjudicator's functions for the purpose of dealing with the matter in respect of which the acting Deputy Adjudicator is appointed. A person holds and vacates office as an acting Deputy Adjudicator in accordance with the terms of the person's appointment (subject to sub-paragraph (5)). Paragraphs 6(d) and (e), 7 and 8 apply to an acting Deputy Adjudicator as they apply to the Deputy Adjudicator.
The Secretary of State must prepare a report before the end of each reporting period about the progress that has been made during that period towards putting in place a system for streamlined company registration.
The following are reporting periods—
the period beginning with the day on which this section comes into force and ending on 31 March 2016;
the subsequent period of 12 months ending on 31 March 2017.
The first report must set out the steps which the Secretary of State expects will be taken during the next reporting period towards putting the system in place.
Both reports must include the Secretary of State's assessment as to when the system for streamlined company registration will be in place.
The second report must include an assessment of what steps, if any, the Secretary of State expects to take to put in place a system for the streamlining of other information delivery processes relating to businesses.
The Secretary of State must—
publish each report, and
lay each report before Parliament.
A Minister of the Crown must appoint a person for the purposes of this section in respect of each regulatory function to which this section applies (see section 18).
A person so appointed (a “reviewer”) must, in relation to each regulatory function in respect of which the appointment is made—
review the effectiveness during each reporting period of the procedures (both formal and informal) of the relevant regulator for handling and resolving complaints and appeals made by businesses to the regulator in connection with the exercise by the regulator of the function, and
prepare a report about the findings of the review.
In this section “relevant regulator”, in relation to a regulatory function, means the person who exercises the function.
The report may include in particular—
an assessment of the extent to which the relevant regulator's procedures of the kind mentioned in subsection (2)(a) are accessible and fair to businesses;
recommendations to the relevant regulator about how the procedures, or the way in which they are operated, could be improved;
recommendations to the Minister of the Crown who appointed the reviewer for any change in the law which the reviewer considers would lead to improvements in the procedures or their operation.
The report must not address, and the reviewer must not make any recommendation in relation to, the outcome of any particular case.
For the purposes of this section, each of the following is a reporting period—
the period of 12 months beginning with the day on which the reviewer is appointed;
each subsequent period of 12 months.
The reviewer must send the report to the relevant regulator and (if different) the Minister of the Crown who appointed the reviewer as soon as reasonably practicable after the end of the reporting period.
Before the end of the period of 3 months beginning with the day on which the relevant regulator receives the report, the regulator must—
prepare a response and send it to the reviewer, and
if the relevant regulator is not the Minister of the Crown who appointed the reviewer, send it to the Minister.
The Minister of the Crown must—
publish the report and the response, and
lay them before Parliament.
The reviewer may by notice require the relevant regulator to provide such documents or other information, in such form or manner as the reviewer may direct, as the reviewer may require for the purpose of exercising functions under this section.
Subsection (10) is subject to any express restriction on disclosure imposed by another enactment (ignoring any restriction which allows disclosure if authorised by an enactment).
In this section “Minister of the Crown” has the same meaning as in the Ministers of the Crown Act 1975.
The Secretary of State may by regulations specify regulatory functions as functions to which section 17 applies.
“Regulatory function” has the same meaning in this section and section 17 as in the Legislative and Regulatory Reform Act 2006 (see section 32(2) to (4) of that Act).
Regulations under this section may, in particular, specify a regulatory function by reference to—
the person who exercises the function;
the enactment under or by virtue of which it was conferred.
Regulations under this section must not specify a regulatory function of the Commission for Equality and Human Rights.
Regulations under this section must not specify a regulatory function which is—
a Scottish devolved function, that is to say a function the exercise of which would be within devolved competence (within the meaning of section 54 of the Scotland Act 1998),
a Northern Ireland devolved function, that is to say a function which could be conferred by provision included in an Act of the Northern Ireland Assembly made without the consent of the Secretary of State (see sections 6 to 8 of the Northern Ireland Act 1998), or
a Welsh devolved function, that is to say a function which could be conferred by provision falling within the legislative competence of the National Assembly for Wales (see section 108A of the Government of Wales Act 2006).
Regulations under this section are subject to affirmative resolution procedure.
The Secretary of State may issue guidance to reviewers as to the exercise of functions under section 17.
A reviewer must, in exercising any of those functions, have regard to any guidance for the time being in force under this section.
The Secretary of State must—
publish any guidance or revised guidance issued under this section, and
lay any such guidance or revised guidance before Parliament.
In this section “reviewer” has the same meaning as in section 17.
In section 87 of the Financial Services Act 2012 (investigation of complaints against regulators), after subsection (9) insert—
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Before the end of the period of 12 months beginning with the commencement of a Parliament, the Secretary of State must publish—
a target for the Government in respect of the economic impact on business activities of qualifying regulatory provisions which come into force or cease to be in force during the relevant period, and
an interim target applying at the end of the period of three years beginning with the commencement of the Parliament.
In this section and sections 24 to 26 the target mentioned in subsection (1)(a) is referred to as the “business impact target”.
At the same time as publishing a business impact target and an interim target, the Secretary of State must publish—
a determination under section 22(2), and
a methodology to be used for assessing the economic impact mentioned in subsection (1)(a).
The Secretary of State must lay each thing published under subsection (1) or (3) before Parliament.
Subsection (6) applies when the Secretary of State is—
determining a business impact target for publication under subsection (1)(a), or
making a determination under section 22(2).
The Secretary of State must, in particular, have regard to—
the effect of regulation on economic growth and competitiveness,
the need to minimise any disproportionate impact of regulation on activities carried on by smaller scale businesses or voluntary or community bodies,
the aim of delivering efficiency in regulating business activities while keeping the costs to businesses or voluntary or community bodies to a minimum.
In this section and sections 23 to 26—
“subordinate legislation” has the same meaning as in the Interpretation Act 1978 (see section 21 of that Act).
An application under section 1003 of the Companies Act 2006 (application for voluntary striking off) on behalf of a company must not be made at a time when there is a share warrant issued by the company. It is an offence for a person to make an application in contravention of this section. In proceedings for such an offence it is a defence for the accused to prove that the accused did not know, and could not reasonably have known, of the existence of the share warrant.
Sections 1112 (general false statement offence) and 1113 (enforcement of company’s filing obligations) of the Companies Act 2006 apply for the purposes of this Part of this Schedule as they apply for the purposes of the Companies Acts.
Until section 94 (option to keep information on central register) comes into force, this Schedule has effect as if, in each of paragraphs 1(3) and 6(5), paragraph (b) (and the “or” preceding it) were omitted. Until section 97 (contents of statements of capital) comes into force, paragraph 7(3) of this Schedule has effect as if—
The 2002 Order is amended as follows. In Article 9 (duty of High Court to disqualify unfit directors of insolvent companies)— In Article 11 (disqualification where expedient in public interest)— Omit Article 13 (matters for determining unfitness of directors). After Article 17 insert— For Schedule 1 (matters determining unfitness of directors) substitute—
The 2002 Order is amended as follows. In Article 11 (disqualification of director after investigation of company)— For the heading of that Article substitute “Disqualification of director on finding of unfitness”.
The 2002 Order is amended as follows. In Article 2(2) (interpretation), after the definition of “the official receiver” insert—. In Article 3 (disqualification orders: general), in paragraph (2), for “Article 9” substitute “Articles 9 and 11A”. In Article 4 (disqualification undertakings: general)— In Article 5 (disqualification on conviction of offence punishable only on indictment or either on indictment or summary conviction), after paragraph (1) insert— In Article 6 (disqualification for persistent default under companies legislation), after paragraph (3A) insert— In Article 8 (disqualification on summary conviction of offence), after paragraph (4A) insert— In Article 9 (duty of High Court to disqualify unfit directors of insolvent companies), in paragraph (2), omit “and Article 10”. In Article 10 (disqualifications under Article 9: applications and undertakings), after paragraph (5) insert— Before Article 12 insert—. In Article 14 (participation in wrongful trading), after paragraph (2) insert— In Article 20 (application for disqualification order), in paragraph (2), after “any company” insert “or overseas company”. In Article 22 (register of disqualification orders and undertakings), in paragraph (3)(a), for “10 or 11” substitute “8A, 10, 11, 11C or 11E”. In Article 23 (admissibility in evidence of statements), in paragraph (1)— In Article 24 (interaction with the Insolvency (Northern Ireland) Order 1989), in paragraphs (1) and (2)— In Article 24D (application of Order to building societies), omit paragraph (4). Omit Article 24E (application of Order to open-ended investment companies). In Article 25 (application of Order to incorporated friendly societies)— In Article 25A (application of Order to registered societies)—
Omit paragraph 65 of Schedule 2 to the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10)).
Subsection (7) is to be read in accordance with the Fixed-term Parliaments Act 2011.
This section and sections 22 to 27 (the “target provisions”) apply only where the commencement of a Parliament mentioned in subsection (1) above occurs—
not more than 12 months before the target provisions come into force, or
after the target provisions have come into force.
Subsection (11) applies if an early parliamentary election is to take place in accordance with section 2 of the Fixed-term Parliaments Act 2011 before the end of the period of 12 months beginning with the commencement of a Parliament.
Any duty imposed by the target provisions which would apply at any time before the commencement of the next Parliament is to be disregarded.
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This section applies for the purposes of sections 21 and 23 to 25.
“Qualifying regulatory provisions” means regulatory provisions which the Secretary of State determines are to be qualifying regulatory provisions for the purposes of section 21(1)(a).
A “regulatory provision”, in relation to a business activity, means a statutory provision which—
imposes or amends requirements, restrictions or conditions, or sets or amends standards or gives or amends guidance, in relation to the activity, or
relates to the securing of compliance with, or the enforcement of, requirements, restrictions, conditions, standards or guidance which relate to the activity.
But a “regulatory provision” does not include a statutory provision if or to the extent that—
it makes or amends—
provision imposing, abolishing or varying any tax, duty, levy or other charge, or
provision in connection with provision falling within sub-paragraph (i);
it makes or amends provision in connection with procurement;
it makes or amends provision in connection with the giving of grants or other financial assistance by or on behalf of a public authority;
it makes or amends provision which is to have effect for a period of less than 12 months.
Where a statutory provision comes into force or ceases to be in force for some but not all purposes, references to regulatory provisions or qualifying regulatory provisions coming into force or ceasing to be in force are to be read as referring to those provisions in so far as they have come into force or ceased to be in force for those purposes.
Subject to subsection (7) a “statutory provision” is—
a provision of an Act,
a provision of subordinate legislation made by a Minister of the Crown, or
any other provision which has effect by virtue of the exercise of a function conferred on a Minister of the Crown by an Act.
A “statutory provision” does not include—
a provision which would be within the legislative competence of the Scottish Parliament if it were contained in an Act of that Parliament (see section 29 of the Scotland Act 1998),
a provision which could be included in an Act of the Northern Ireland Assembly made without the consent of the Secretary of State (see sections 6 to 8 of the Northern Ireland Act 1998), or
a provision falling within the legislative competence of the National Assembly for Wales (see section 108 of the Government of Wales Act 2006).
In this section—
by a tenancy agreement or sub-tenancy agreement, or
The Secretary of State may appoint a Deputy Adjudicator.
The Adjudicator may make arrangements for persons to be seconded to the Adjudicator to serve as members of the Adjudicator's staff. The arrangements may include provision for payments by the Adjudicator to the person with whom the arrangements are made, or directly to seconded staff (or both). A period of secondment to the Adjudicator does not affect the continuity of a person's employment with the employer from whose service he or she is seconded (and a person employed in the civil service of the State continues to be so employed during any period of secondment to the Adjudicator). Before making arrangements under sub-paragraph (1), the Adjudicator must obtain the approval of the Secretary of State as to the Adjudicator's policies on—
The application of the Adjudicator's seal must be authenticated by the signature of—
the Adjudicator, or
some other person who has been authorised by the Adjudicator for that purpose (whether generally or specially).
The Secretary of State may provide staff, premises, facilities or other assistance to the Adjudicator (with or without charge).
The Deputy Adjudicator may carry out any of the Adjudicator's functions.
A document purporting to be duly executed under the seal—
is to be received in evidence, and
is to be treated as duly executed unless the contrary is shown.
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The Secretary of State must publish a report in respect of each reporting period during the relevant period.
The report must assess the economic impact on business activities of the qualifying regulatory provisions which have come into force or ceased to be in force during the reporting period.
The report must include—
a list of all the qualifying regulatory provisions which have come into force or ceased to be in force during the reporting period,
an assessment of the economic impact on business activities of each of the qualifying regulatory provisions falling within paragraph (a) made by reference to the methodology published under section 21(3)(b) (but see section 24(2)),
an assessment of the aggregate economic impact on business activities of all of the qualifying regulatory provisions falling within paragraph (a),
if there have been preceding reporting periods during the relevant period, an assessment of the aggregate economic impact on business activities of all of the qualifying regulatory provisions which have come into force or ceased to be in force during the reporting period in question and all of the preceding reporting periods,
an assessment of the contribution of the actions taken by each Government department to the aggregate economic impact mentioned in paragraphs (c) and (d), and
a list of all the regulatory provisions (as defined in section 22(3)) which have come into force or ceased to be in force during the reporting period which do not fall within paragraph (a).
The report must describe the actions taken by Government departments to mitigate any disproportionate economic impact on activities carried on by smaller scale businesses or voluntary or community bodies of regulatory provisions (as defined in section 22(3)) which have come into force during the reporting period.
Subsection (6) applies in respect of regulatory provisions (as defined in section 22(3)) which—
have come into force during the reporting period, and
implement an EU obligation or any other international obligation of the United Kingdom.
The report must include—
a description of any provision made in the provisions in question which goes beyond the minimum provision necessary for implementing the obligation, and
the reasons for that provision.
Each of the following is a reporting period—
the period beginning with the relevant day and ending at the end of the period of 12 months beginning with the commencement of the Parliament,
the next successive period of 12 months,
the next successive period of 12 months,
the next successive period of 12 months, and
the period which begins at the end of the period mentioned in paragraph (d) and ends at the end of the relevant period.
But subsection (9) applies if an early parliamentary general election is to take place in accordance with section 2 of the Fixed-term Parliaments Act 2011 during a reporting period mentioned in any of subsection (7)(b) to (d) (the “election reporting period”).
Subsection (7) has effect as if—
any provision relating to the election reporting period and any subsequent reporting periods mentioned in paragraph (c) or (d) were omitted, and
paragraph (e) referred to the period which begins at the beginning of the election reporting period and ends at the end of the relevant period.
A report must be published—
no later than one month after the end of the reporting period, if the report is in respect of a reporting period mentioned in any of subsection (7)(a) to (d);
before the dissolution of Parliament, if the report is in respect of a reporting period mentioned in subsection (7)(e).
Where a report is in respect of a reporting period mentioned in subsection (7)(e), the references to qualifying regulatory provisions or regulatory provisions which have come into force or ceased to be in force during the reporting period include qualifying regulatory provisions or regulatory provisions which are expected to come into force or to cease to be in force during that reporting period.
The Secretary of State must lay any report before Parliament.
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This section makes provision supplementary to section 23.
An assessment in respect of a qualifying regulatory provision may be included in a report by virtue of section 23(3)(b) only if the assessment is verified by the body appointed under section 25.
Subsection (4) applies if an assessment in respect of a qualifying regulatory provision is not included in a report in respect of a reporting period mentioned in any of section 23(7)(a) to (d) because of subsection (2) above.
The report in respect of the immediately following reporting period must include an assessment of the economic impact on business activities of that qualifying regulatory provision.
Subsection (6) applies to any report in respect of the reporting period mentioned in section 23(7)(c).
The report must include an assessment of the extent to which the interim target has been met.
Subsection (8) applies to any report in respect of the reporting period mentioned in section 23(7)(e).
The report must include an assessment of the extent to which the business impact target has been met.
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The Secretary of State must appoint an independent body to verify—
the assessment to be included in a report by virtue of section 23(3)(b), and
that all of the regulatory provisions in a list included in a report by virtue of section 23(3)(f) are regulatory provisions (as defined in section 22(3)) which—
have come into force or ceased to be in force during the reporting period in respect of which the report is made, and
do not fall within section 23(3)(a).
The body appointed under this section must publish a statement recording any verification made by virtue of subsection (1)(b).
The appointment of the body must be made before the date on which a business impact target is published in relation to the relevant period.
The appointment of the body must be for the duration of the relevant period.
“Independent body” means a body which, in the opinion of the Secretary of State, is independent of the Secretary of State.
The body appointed under this section must have expertise in assessing the likely economic impact of regulation on business activities (including activities carried on by smaller scale businesses or voluntary or community bodies).
Subsection (1)(b) is to be read in accordance with section 23(11).
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Before the end of the relevant period the Secretary of State may amend one or more of—
the business impact target;
the interim target;
the determination under section 22(2);
the methodology to be used for assessing the economic impact mentioned in section 21(1)(a).
Section 21(6) applies when amending the thing mentioned in subsection (1)(a) or (c).
If the Secretary of State amends any of the things mentioned in subsection (1) the Secretary of State must—
publish the thing as amended,
amend any report already published so that it takes account of any amendments, and
lay the thing as amended and any amended report before Parliament.
The requirements in sections 23(2) and (3), 24 and 25(2) apply in relation to an amended report.
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This section applies for the purposes of sections 21 to 25 and this section.
“Business activities” means any activities carried on—
by a business for the purposes of the business, or
by a voluntary or community body for the purposes of the body.
References to a business or a voluntary or community body do not include a business or a voluntary or community body which—
is controlled by a public authority, or
is acting on behalf of a public authority in carrying out the activities.
The Secretary of State must publish a statement as to how it is to be determined whether a business or a voluntary or community body is controlled by a public authority.
Each of the following is a “voluntary or community body”—
a trade union;
an unincorporated body which does not distribute any surplus it makes to its members;
a charity;
a company limited by guarantee which does not distribute any surplus it makes to its members;
a registered society within the meaning given by section 1 of the Co-operative and Community Benefit Societies Act 2014;
a society registered or deemed to be registered under the Industrial and Provident Societies Act (Northern Ireland) 1969 (c. 24 (N.I.));
a community interest company;
a charitable incorporated organisation within the meaning of Part 11 of the Charities Act 2011 or within the meaning of the Charities Act (Northern Ireland) 2008 (c. 12 (N.I.));
a Scottish charitable incorporated organisation within the meaning of Chapter 7 of Part 1 of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10).
In this section—
This section applies where—
an Act confers a power or duty on a Minister of the Crown to make secondary legislation, and
the Minister exercises the power or duty so as to—
make regulatory provision in relation to any qualifying activity (see sections 29 and 32), or
amend regulatory provision made in relation to any qualifying activity.
The Minister must—
make provision for review in the secondary legislation in which the regulatory provision is made (see section 30), or
publish a statement that it is not appropriate in the circumstances to make provision for review in that legislation (see section 31).
This section does not apply if or to the extent that the power or duty is to be exercised so as to—
make or amend—
provision imposing, abolishing or varying any tax, duty, levy or other charge, or
provision in connection with provision falling within sub-paragraph (i);
make or amend provision in connection with procurement;
make or amend provision in connection with the giving of grants or other financial assistance by or on behalf of a public authority;
make or amend provision which is to cease to have effect before the end of the period of 5 years beginning with the commencement date; or
make or amend provision which is subject to review by virtue of existing provision in the secondary legislation.
In this section and section 29 “public authority” means— a public authority within the meaning of the Freedom of Information Act 2000 (see section 3 of that Act), or the Advanced Research and Invention Agency.
This section applies for the purposes of section 28(1)(b).
“Qualifying activity” means any activity carried on—
by a business for the purposes of the business, or
by a voluntary or community body for the purposes of the body.
For the purposes of subsection (2) the references to a business or a voluntary or community body do not include a business or a voluntary or community body which—
is controlled by a public authority, or
is acting on behalf of a public authority in carrying out the activity.
The Secretary of State must publish a statement as to how it is to be determined whether a business or a voluntary or community body is controlled by a public authority.
“Voluntary or community body” means any of the following—
a trade union (within the meaning of section 1 of the Trade Union and Labour Relations (Consolidation) Act 1992 or Article 3 of the Industrial Relations (Northern Ireland) Order 1992 (S.I. 1992/807 (N.I. 5)));
an unincorporated body which does not distribute any surplus it makes to its members;
a charity;
a company limited by guarantee which does not distribute any surplus it makes to its members;
a registered society within the meaning given by section 1 of the Co-operative and Community Benefit Societies Act 2014;
a registered society within the meaning given by section 1A of the Co-operative and Community Benefit Societies Act (Northern Ireland) 1969 (c. 24 (N.I.)) or a credit union within the meaning of the Credit Unions (Northern Ireland) Order 1985 (S.I. 1985/1205 (N.I. 12));
a community interest company;
a charitable incorporated organisation within the meaning of Part 11 of the Charities Act 2011 or of the Charities Act (Northern Ireland) 2008 (c. 12 (N.I.));
a Scottish charitable incorporated organisation within the meaning of Chapter 7 of Part 1 of the Charities and Trustee Investment (Scotland) Act 2005 (asp 10).
This section applies for the purposes of section 28(2)(a).
“Provision for review”, in relation to any regulatory provision, is provision requiring the Minister to—
carry out a review of the regulatory provision, and
publish a report setting out the conclusions of the review.
A review of any regulatory provision which implements an ... international obligation of the United Kingdom must so far as is reasonable have regard to how the obligation is implemented in ... other ... countries which are subject to the obligation.
A report must, in particular—
set out the objectives intended to be achieved by the regulatory provision,
assess the extent to which those objectives are achieved,
assess whether those objectives remain appropriate, and
if those objectives remain appropriate, assess the extent to which they could be achieved in another way which involves less onerous regulatory provision.
The first report must be published before the end of the period of 5 years beginning with the commencement date.
Subsequent reports must be published at intervals not exceeding 5 years.
This section applies for the purposes of section 28(2)(b).
The circumstances in which the Minister may determine that it is not appropriate to make provision for review include those in which—
a review would be disproportionate taking into account the economic impact of the regulatory provision on the qualifying activity, and
a review would be undesirable for particular policy reasons (such as there being an exceptionally high need for certainty in the longer term).
The Secretary of State may publish guidance about the factors to be taken into account in determining whether it is appropriate to make provision for review.
The Minister must have regard to any guidance.
This section applies for the purposes of sections 28 to 31 and this section.
“Commencement date” means the date on which the secondary legislation making or amending the regulatory provision comes into force for any purpose.
“Minister of the Crown” has the same meaning as in the Ministers of the Crown Act 1975.
“Regulatory provision”, in relation to any qualifying activity, means—
provision imposing requirements, restrictions or conditions, or setting standards, in relation to the activity, or
provision which relates to the securing of compliance with, or the enforcement of, requirements, restrictions, conditions or standards which relate to the activity.
But where any of section 30(2), (3), (4)(a) or 31(2) applies by virtue of section 28(1)(b)(ii), the references to regulatory provision are to the regulatory provision as amended by the secondary legislation made by the Minister.
“Secondary legislation” means orders, regulations or rules made under any Act.
The validity of any secondary legislation is not to be affected by any question as to whether a Minister of the Crown complied with section 28(2).
This section applies where any subordinate legislation made by a Minister of the Crown (the “underlying provision”)—
uses the term “small business” or “micro business”, and
defines that term by reference to this section.
In the underlying provision “small business” means an undertaking other than a micro business (see subsection (3)) which meets the following conditions (“the small business size conditions”)—
it has a headcount of staff of less than 50, and
it has— of an amount less than or equal to the small business threshold.
a turnover, or
a balance sheet total,
In the underlying provision “micro business” means an undertaking which meets the following conditions (“the micro business size conditions”)—
it has a headcount of staff of less than 10, and
it has— of an amount less than or equal to the micro business threshold.
a turnover, or
a balance sheet total,
The Secretary of State may by regulations (referred to as “the small and micro business regulations”) make further provision about the meanings of “small business” and “micro business”.
This section and the small and micro business regulations are to be read subject to any modifications made by the underlying provision in any particular case.
In this section— “balance sheet total”, “headcount of staff”, “micro business threshold”, “small business threshold” and “turnover” have such meanings as may be prescribed by the small and micro business regulations; “Minister of the Crown” has the same meaning as in the Ministers of the Crown Act 1975; “subordinate legislation” has the same meaning as in the Interpretation Act 1978 (see section 21 of that Act); “undertaking” means— a person carrying on one or more businesses; a voluntary or community body within the meaning given by section 29(5); a body which is formed or recognised under the law of a country or territory outside the United Kingdom and which is equivalent in nature to a body falling within the definition of voluntary or community body.
“Minister of the Crown” has the same meaning as in the Ministers of the Crown Act 1975;
“alcohol” has the meaning given by section 191 of the Licensing Act 2003;
“financial year” means a period of 12 months beginning with 1 April and ending with 31 March;
The Adjudicator is to be appointed by the Secretary of State.
In section 92A(1) (members’ voluntary winding-up in England and Wales: progress report to company) for “sections 96 and 102” substitute “section 96”.
Section 256 (nominee’s report on debtor’s proposal) is amended as follows. At the end of subsection (1)(a) insert “and”. In subsection (1)(aa)— Omit subsection (1)(b). In subsection (5) for “a meeting of the debtor’s creditors should be summoned to” substitute “the debtor’s creditors should”. In subsection (6), for “a meeting of the debtor’s creditors to be summoned” substitute “the debtor’s creditors”.
In Schedule 19 to the Enterprise and Regulatory Reform Act 2013, omit paragraphs 20 to 22.
In section 93(1) (members’ voluntary winding-up in Scotland: company meeting at year’s end) for “sections 96 and 102” substitute “section 96”.
Section 256A (nominee’s report on debtor’s proposal) is amended as follows. At the end of subsection (3)(a) insert “and”. In subsection (3)(b)— Omit subsection (3)(c).
For section 94 (members’ voluntary winding up: final meeting of company prior to dissolution) substitute—
In the heading before section 257, for “meeting” substitute “decisions”.
Section 95 (effect of company’s insolvency) is amended as follows. After subsection (1) insert— Omit subsections (2) to (3) and (5) to (7). After subsection (4A) insert— In subsection (8), for “this section” substitute “subsections (1) to (4A)”.
Section 257 (summoning of creditors’ meeting) is amended as follows. For subsections (1) and (2) substitute— In subsection (3)(b), for “meeting” substitute “creditors’ decision procedure”. For the heading substitute “Consideration of debtor’s proposal by creditors”.
For section 96 (conversion to creditors’ voluntary winding up) substitute— In section 96 (as inserted by sub-paragraph (1)), after subsection (4) insert—
Section 258 (decision of creditors’ meeting) is amended as follows. For subsection (1) substitute— In subsections (2), (4) and (5) for “meeting” (in each place) substitute “creditors”. In subsection (2)— Omit subsection (6). For the heading substitute “Approval of debtor’s proposal”.
In section 97(2) (application of Chapter 4), for “98 and 99” substitute “99 and 100”.
Section 259 (report of decisions to court) is amended as follows. For subsection (1) substitute— In subsection (2), for “meeting has” substitute “creditors have”.
Omit section 98 (meeting of creditors).
Section 260 (effect of approval) is amended as follows. In subsection (1) for “the meeting summoned under section 257 approves” substitute “pursuant to section 257 the debtor’s creditors decide to approve”. In subsection (2)— In subsection (4) for “meeting” substitute “decision”.
Section 99 (directors to lay statement of affairs before creditors) is amended as follows. For subsection (1) substitute— For subsection (3) substitute—
Section 261 (additional effect on undischarged bankrupt) is amended as follows. In subsection (1)(a), for “the creditors’ meeting summoned under section 257 approves” substitute “pursuant to section 257 the debtor’s creditors decide to approve”. In subsection (3)(a), for “decision of the creditors’ meeting” substitute “creditors’ decision”.
For section 100(1) (appointment of liquidator) substitute—
Section 262 (challenge of meeting’s decision) is amended as follows. In subsection (1)(a), for “a creditors’ meeting summoned under” substitute “a decision of the debtor’s creditors pursuant to”. In subsection (1)(b), for “at or in relation to such a meeting” substitute “in relation to a creditors’ decision procedure instigated under that section”. In subsection (2)(b)(i), for “at the creditors’ meeting” substitute “in the creditors’ decision procedure”. In subsection (3)(b)— In subsection (4)(a) for “the meeting” substitute “a decision of the debtor’s creditors”. For subsection (4)(b) substitute— In subsection (5)— In subsection (7), for “meeting”, in each place, substitute “decision”. In subsection (8), for the words from “an approval” to the end substitute “the approval of a voluntary arrangement by a decision of the debtor’s creditors pursuant to section 257 is not invalidated by any irregularity in relation to the creditors’ decision procedure by which the decision was made.” In the heading for “meeting’s” substitute “creditors’”.
Section 101 (appointment of liquidation committee) is amended as follows. For subsection (1) substitute— In subsection (3)—
In section 262B(1) (prosecution of delinquent debtors), for “creditors’ meeting summoned under” substitute “decision of the debtor’s creditors pursuant to”.
Omit section 102 (creditors’ meeting where winding up converted under section 96).
In section 262C (arrangements coming to an end prematurely), for “creditors’ meeting summoned under” substitute “decision of the debtor’s creditors pursuant to”.
In section 104A (progress report to company and creditors at year’s end (England and Wales)), in subsection (1)(b)(i), after “creditors” insert “, other than opted-out creditors”.
In section 263(1) (implementation and supervision of approved voluntary arrangement), for “creditors’ meeting summoned under” substitute “decision of the debtor’s creditors pursuant to”.
In section 105(4) (meetings of company and creditors at each year’s end (Scotland)) for “creditors meeting under section 95 is held” substitute “liquidator sends a statement of affairs to the company’s creditors under section 95(1A)(b)”.
For section 106 (creditors’ voluntary winding-up: final meetings of company and creditors prior to dissolution) substitute—
In section 114(2) (powers of directors in voluntary winding up where no liquidator nominated by company)—
omit “98 (creditors’ meeting) and”;
after “affairs)” insert “and 100(1B) (nomination of liquidator by creditors)”.
Section 136 (functions of official receiver in relation to office of liquidator) is amended as follows. In subsection (4) for “summon separate meetings of” substitute “in accordance with the rules seek nominations from”. In subsection (5)(a) and (c), omit “to summon meetings”. In subsection (6), for “summon meetings of” substitute “seek nominations from”.
Section 137 (appointment by Secretary of State) is amended as follows. In subsection (2)— In subsection (5), for the words from “shall” to the end substitute “must explain the procedure for establishing a liquidation committee under section 141.”
Section 138 (appointment of liquidator in Scotland) is amended as follows. In subsection (3), for “summon separate meetings of” substitute “in accordance with the rules seek nominations from”. In subsection (4), for the words from “summon under” to the second “meeting of” substitute “seek a nomination from the company’s contributories under subsection (3), he may seek a nomination only from”. In subsection (5)—
Section 139 (choice of liquidator at meetings of creditors and contributories) is amended as follows. In subsection (1), for “separate meetings of the company’s creditors and contributories are summoned” substitute “nominations are sought from the company’s creditors and contributories”. In subsection (2) for “at their respective meetings may” substitute “may in accordance with the rules”. In the heading, for “at meetings of” substitute “by”.
In section 140(3) (appointment of liquidator by court following administration or voluntary arrangement), for the words from “he” to the end substitute “section 136(5)(a) and (b) does not apply.”
In section 141 (liquidation committee: England and Wales) for subsections (1) to (3) substitute—
Section 142 (liquidation committee (Scotland)) is amended as follows. For subsections (1) to (4) substitute— In subsection (6), for the words from “In” to “has” substitute “A “liquidation committee” is a committee having the powers and duties conferred and imposed on it by this Act, and”.
For section 146 (compulsory winding-up - duty to summon final meeting) substitute—
In section 160(1) (delegation of court’s powers to liquidator (England and Wales)) for paragraph (a) substitute—.
Section 166 (liquidator’s powers and duties in creditors’ voluntary winding up) is amended as follows. In subsection (2), for the words from “during” to the end substitute before— Omit subsection (4). If the directors fail to comply with—
In section 168 (liquidator’s supplementary powers: England and Wales) for subsection (2) substitute—
Section 171 (removal of liquidator in voluntary winding up) is amended as follows. In subsection (2)(b), for “general meeting of the company’s creditors summoned” substitute “decision of the company’s creditors made by a qualifying decision procedure instigated”. For subsection (3) substitute— For subsection (6) substitute—
Section 172 (removal of liquidator in compulsory winding up) is amended as follows. In subsection (2), for “general meeting of the company’s creditors summoned” substitute “decision of the company’s creditors made by a qualifying decision procedure instigated”. In subsection (3)— For subsection (8) substitute—
Section 173 (release of liquidator in voluntary winding up) is amended as follows. In subsection (2), for paragraphs (a) and (b) substitute—. In subsection (2)(d), for “(6)(a)” substitute “(6)”. In subsection (2), for paragraph (e) substitute— After subsection (2) insert—
Section 174 (release of liquidator in compulsory winding up) is amended as follows. In subsection (2)(a), for “a general meeting of” substitute “the company’s”. In subsection (4), for paragraphs (a) and (b) substitute—. In subsection (4)(d), for sub-paragraphs (i) and (ii) substitute— After subsection (4) insert—
Omit section 194 (resolutions passed at adjourned meetings).
Section 195 (meetings to ascertain wishes of creditors or contributories) is amended as follows. In subsection (1)(b), for the words from “meetings” to the end substitute “qualifying decision procedures to be instigated or the deemed consent procedure to be used in accordance with any directions given by the court, and appoint a person to report the result to the court”. In the heading, for “Meetings” substitute “Court’s powers”.
Section 201 (voluntary winding up - dissolution) is amended as follows. In subsection (1)— In subsection (2)—
In section 202(3) (early dissolution in England and Wales) after “creditors” insert “, other than opted-out creditors,”.
In section 204(2) (early dissolution: Scotland) for “meeting or meetings” substitute “liquidator has been appointed”.
Section 205 (compulsory winding up - dissolution) is amended as follows. For subsection (1)(a) substitute—. In subsection (2)—
In section 208(2) (misconduct in course of winding up), for “at any meeting” substitute “in connection with any qualifying decision procedure or deemed consent procedure”.
Schedule 10 (offences) is amended as follows. 94(4) Liquidator failing to send to company members a copy of account of winding up Summary Level 3 on the standard scale 94(5) Liquidator failing to send to registrar a copy of account of winding up Summary Level 3 on the standard scale One tenth of level 3 on the standard scale. In the entry for section 95(8), in column 2, for “s. 95” substitute “s. 95(1) to (4A)”. Omit the entry for section 98(6). In the entry for section 99(3), in column 2, for the words from “attend” to “meeting” substitute “send statement in prescribed form to creditors”. 106(5) Liquidator failing to send to company members and creditors a copy of account of winding up Summary Level 3 on the standard scale 106(6) Liquidator failing to send to registrar a copy of account of winding up Summary Level 3 on the standard scale One tenth of level 3 on the standard scale.
The small and micro business regulations are subject to negative resolution procedure.
The small and micro business regulations may make provision—
about the calculation of the headcount of staff, turnover and balance sheet total of an undertaking, including provision about the period (“assessment period”) in respect of which they are to be calculated;
for the headcount of staff, turnover and balance sheet total, or a proportion of such, of any undertaking which satisfies such conditions as may be prescribed in relation to another undertaking (the “principal undertaking”) to be treated as part of the principal undertaking's headcount of staff, turnover and balance sheet total.
Conditions which may be prescribed under subsection (1)(b) include, in particular, conditions relating to—
the extent of ownership (whether direct or indirect) of one undertaking by one or more other undertakings;
the degree of control exercised (whether directly or indirectly) by one or more undertakings over another.
The small and micro business regulations may make provision about—
the assessment period or periods in respect of which an undertaking must meet the small business size conditions or the micro business size conditions in order to be a small business or (as the case may be) micro business;
the circumstances in which an undertaking which has been established for less than a complete assessment period is to be regarded as meeting the small business size conditions or the micro business size conditions.
Provision made by virtue of subsection (3) may, in particular, provide that—
an undertaking is a small business or a micro business if it meets the relevant size conditions in respect of each of its two most recent assessment periods;
where there has been only one complete assessment period since an undertaking was established, the undertaking is a small business or a micro business if it meets the relevant size conditions in respect of that period;
an undertaking which is a small business or a micro business does not cease to be such unless it fails to meet the relevant size conditions in respect of two consecutive assessment periods.
The small and micro business regulations may make provision for one undertaking (“undertaking A”) which satisfies such conditions as may be prescribed in relation to another undertaking (“undertaking B”), to be treated as being undertaking B (whether or not undertaking B is still in existence) for such purposes as may be prescribed.
Conditions which may be prescribed under subsection (5) include, in particular, conditions relating to—
the transfer of a business from undertaking B to undertaking A;
the carrying on by undertaking A of a business on undertaking B ceasing to carry on the activities, or most of the activities, of which the business consists in consequence of arrangements involving both undertakings;
the existence of some other connection between undertaking A and undertaking B.
The purposes which may be prescribed under subsection (5) include, in particular—
determining the date on which undertaking A was established (and so the number of assessment periods there have been since it was established);
determining which periods are assessment periods in respect of undertaking A;
calculating the headcount of staff, turnover and balance sheet total of undertaking A.
The small and micro business regulations may provide that an undertaking of such description as may be prescribed is not a small business or a micro business even if it falls within the relevant definition.
In this section—
Part 2 of the Landlord and Tenant Act 1954 (security of tenure for business, professional and other tenants) is amended as follows.
In section 23(4) (tenancies to which Part 2 applies) at the beginning insert “ Subject to subsection (5), ”.
After section 23(4) insert—
After section 43 (tenancies excluded from Part 2), insert—
Subsections (1) to (4) do not apply to—
a tenancy which is entered into before the day on which this section comes into force;
a tenancy which is entered into on or after the day on which this section comes into force, pursuant to a contract made before that day;
a tenancy which arises by operation of any enactment or other law when a tenancy mentioned in paragraph (a) or (b) comes to an end.
In section 41 of the Landlord and Tenant Act 1954 (trusts), after subsection (2) insert—
A dwelling-house which is let under a home business tenancy is to be regarded as being “let as a separate dwelling” for the purposes of—
section 1 of the Rent Act 1977 (protected tenancies),
section 79 of the Housing Act 1985 (secure tenancies),
section 1 of the Housing Act 1988 (assured tenancies), and
any other England and Wales enactment relating to protected, secure or assured tenancies.
Subsections (1) and (2) do not apply to the tenancies mentioned in section 35(3)(5).
Subsections (2) and (3) do not limit the circumstances in which a dwelling-house which is let under a home business tenancy is to be regarded as “let as a separate dwelling”.
In this section—
Section 7 of the Enterprise Act 2002 (provision by CMA of information and advice to Ministers etc) is amended as follows.
After subsection (1) insert—
After subsection (2) insert—
After section 18 of the Companies (Audit, Investigations and Community Enterprise) Act 2004 insert—
Omit section 18 of that Act (exemption from liability for bodies to whom grants are paid).
In section 66(2) of that Act (provisions extending to Northern Ireland) for “18” substitute “ 18A ”.
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The Minister for the Cabinet Office or the Secretary of State may by regulations impose on a contracting authority duties in respect of the exercise of its functions relating to procurement.
For the purposes of this section “the exercise of functions relating to procurement” includes the exercise of functions in preparation for entering into contracts and in the management of contracts.
Subject to subsection (4), “contracting authority” has the same meaning as in regulation 2 of the Public Contracts Regulations 2015 (S.I. 2015/102), or any regulation replacing that regulation, as from time to time amended.
But such an authority is not a contracting authority for the purposes of this section if its functions are wholly or mainly devolved functions, namely—
Scottish devolved functions, that is to say functions the exercise of which would be within devolved competence (within the meaning of section 54 of the Scotland Act 1998);
Northern Ireland devolved functions, that is to say functions which could be conferred by provision included in an Act of the Northern Ireland Assembly made without the consent of the Secretary of State (see sections 6 to 8 of the Northern Ireland Act 1998), or
Welsh devolved functions, that is to say functions which could be conferred by provision falling within the legislative competence of the National Assembly for Wales (as defined in section 108 of the Government of Wales Act 2006).
Regulations under this section may, in particular, impose—
duties to exercise functions relating to procurement in an efficient and timely manner;
duties relating to the process by which contracts are entered into (including timescales and the extent and manner of engagement with potential parties to a contract);
duties to make available without charge—
information or documents;
any process required to be completed in order to bid for a contract;
duties relating to the acceptance of invoices by electronic means (including a prohibition on the charging of fees for processing such invoices, the publication of reports relating to the number of such invoices received or the electronic systems that must be used by a contracting authority);
duties to publish reports about compliance with the regulations.
A person making regulations under this section must before making the regulations undertake such consultation as the person considers appropriate.
The Minister for the Cabinet Office or the Secretary of State may issue guidance relating to regulations under this section.
A contracting authority must have regard to any guidance for the time being in force under this section.
Guidance or revised guidance given under this section must be published.
Regulations under this section are subject to affirmative resolution procedure.
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In this section “a Minister” means the Minister for the Cabinet Office or the Secretary of State.
A Minister may investigate the exercise by a contracting authority of relevant functions relating to procurement.
A Minister may by notice require a contracting authority to provide such documents or other information, in such form or manner as the Minister may direct, as the Minister may require for the purposes of an investigation under this section.
A contracting authority must—
give a Minister such assistance with an investigation as is reasonable in all the circumstances of the case;
comply with a notice under subsection (3) before the end of the period of 30 days beginning with the day on which the notice is given.
In this section—
An investigation under this section may also include an investigation of—
preparations for the exercise of a relevant function relating to procurement, and
the management of a contract entered into in the exercise of such a function.
But the exercise of a function— may not be investigated under this section.
by—
the governing body of a maintained school (see section 19 of the of the Education Act 2002), or
a person who is the proprietor of an Academy (see section 17(4) of the Academies Act 2010 and section 579(1) of the Education Act 1996), or
which is regulated by the National Health Service (Procurement, Patient Choice and Competition) (No. 2) Regulations 2013 (S.I. 2013/500) (functions relating to the procurement of health care services for the purposes of the NHS),
A person conducting an investigation under this section may publish the results of the investigation.
A Pubs Code Adjudicator is established.
Part 1 of Schedule 1 makes provision about the Adjudicator.
Part 2 of that Schedule contains the Adjudicator's powers to require information.
Part 3 of that Schedule contains amendments consequential on the establishment of the Adjudicator.
The Secretary of State must, before the end of the period of one year beginning with the day on which this section comes into force, make regulations about practices and procedures to be followed by pub-owning businesses in their dealings with their tied pub tenants.
In this Part the regulations are referred to as “the Pubs Code”.
The Secretary of State must seek to ensure that the Pubs Code is consistent with—
the principle of fair and lawful dealing by pub-owning businesses in relation to their tied pub tenants;
the principle that tied pub tenants should not be worse off than they would be if they were not subject to any product or service tie.
The Pubs Code may, in particular—
contain requirements as to the provision of information by pub-owning businesses to their tied pub tenants;
require pub-owning businesses, in specified circumstances, to provide the following assessments in relation to their tied pub tenants—
rent assessments, or
assessments of money payable by the tenant in lieu of rent;
make provision about the information that such assessments must contain and how they are to be calculated and presented;
specify that such assessments must be conducted in accordance with provisions of documents specified in the Pubs Code;
where any document is specified for the purposes of paragraph (d), refer to the provisions of the document as amended from time to time;
impose other obligations on pub-owning businesses in relation to their tied pub tenants.
The Pubs Code may require pub-owning businesses to provide parallel rent assessments in relation to their tied pub tenants in specified circumstances, and in connection with such provision may —
confer on the Adjudicator functions in relation to parallel rent assessments,
require the payment of a fee by tied pub tenants to the Adjudicator in connection with the exercise of those functions, and
make provision corresponding to that mentioned in subsection (4)(c), (d) and (e).
The Pubs Code must require pub-owning businesses to offer their tied pub tenants falling within section 70(1)(a) a market rent only option in specified circumstances.
A “market rent only option” means the option for the tied pub tenant—
to occupy the tied pub under a tenancy or licence which is MRO-compliant, and
to pay in respect of that occupation—
such rent as may be agreed between the pub-owning business and the tied pub tenant in accordance with the MRO procedure (see section 44), or
failing such agreement, the market rent.
The Pubs Code may specify—
circumstances in which a market rent only option must or may be an option to occupy under a tenancy;
circumstances in which a market rent only option must or may be an option to occupy under a licence.
A tenancy or licence is MRO-compliant if—
taken together with any other contractual agreement entered into by the tied pub tenant with the pub-owning business in connection with the tenancy or licence it—
contains such terms and conditions as may be required by virtue of subsection (5)(a),
does not contain any product or service tie other than one in respect of insurance in connection with the tied pub, and
does not contain any unreasonable terms or conditions, and
it is not a tenancy at will.
The Pubs Code may specify descriptions of terms and conditions—
which are required to be contained in a tenancy or licence for it to be MRO-compliant;
which are to be regarded as reasonable or unreasonable for the purposes of subsection (4).
Provision made under subsection (1) must include provision requiring a pub-owning business to offer a tied pub tenant a market rent only option—
in connection with the renewal of any of the pub arrangements;
in connection with a rent assessment or assessment of money payable by the tenant in lieu of rent (whether or not it results in a proposal that the rent, or amount of money payable, should increase);
in connection with a significant increase in the price at which any product or service which is subject to a product or service tie is supplied to the tied pub tenant where the increase was not reasonably foreseeable—
when the tenancy or licence was granted, or
if there has been an assessment of a kind mentioned in paragraph (b), when the last assessment was concluded;
after a trigger event has occurred.
The Pubs Code may specify what “renewal” means in relation to a tenancy or a licence for the purposes of subsection (6).
In subsection (6) “pub arrangements”, in relation to a tied pub, means—
the tenancy or licence under which the tied pub is occupied, and
any other contractual agreement which contains an obligation by virtue of which condition D in section 68 is met in relation to the premises.
In this Part a “trigger event”, in relation to a tied pub tenant, means an event which—
is beyond the control of the tied pub tenant,
was not reasonably foreseeable as mentioned in subsection (6)(c),
has a significant impact on the level of trade that could reasonably be expected to be achieved at the tied pub, and
is of a description specified in the Pubs Code.
In this Part “market rent”, in relation to the occupation of particular premises under a tenancy or licence which is MRO-compliant, means the estimated rent which it would be reasonable to pay in respect of that occupation on the following assumptions—
that the tenancy or licence concerned is entered into—
on the date on which the determination of the estimated rent is made,
in an arm's length transaction,
after proper marketing, and
between parties each of whom has acted knowledgeably, prudently and willingly, and
that condition B in section 68 continues to be met.
The Pubs Code may—
make provision about the procedure to be followed in connection with an offer of a market rent only option (referred to in this Part as “the MRO procedure”);
confer functions on the Adjudicator in connection with that procedure.
Provision made under subsection (1) may, in particular—
make provision for the tied pub tenant to give notice to the pub-owning business that the tenant—
considers that circumstances are such that the pub-owning business is required to offer the tenant a market rent only option, and
wishes to receive such an offer;
specify a reasonable period (“the negotiation period”) during which the pub-owning business and the tied pub tenant may seek to agree the rent to be payable in respect of the tied pub tenant's occupation of the premises concerned under the proposed MRO-compliant tenancy or licence;
require the appointment of a person (referred to in this Part as an “independent assessor”) to determine the market rent of the premises concerned in a case where, at the end of the negotiation period, the pub-owning business and the tied pub tenant have not reached agreement as mentioned in paragraph (b);
require that appointment to be made by the pub-owning business and the tied pub tenant acting jointly or (where they cannot agree on a person to appoint) by the Adjudicator;
require the Adjudicator to set criteria which a person must satisfy in order to be appointed as an independent assessor;
require that the market rent must be determined by the independent assessor within a specified reasonable period;
specify that the determination of the market rent by the independent assessor must be conducted in accordance with provisions of documents specified in the Pubs Code;
where any document is specified for the purposes of paragraph (g), refer to the provisions of the document as amended from time to time.
The Pubs Code may make provision for— as they are in force when a notice is given by virtue of subsection (2)(a), to continue to have effect until such time as the MRO procedure has come to an end (regardless of whether any of the agreements would or could otherwise cease to have effect before that time).
the tenancy or licence under which the tied pub is occupied, and
any other contractual agreement entered into by the tied pub tenant with the pub-owning business in connection with the tenancy or licence,
The Pubs Code may, for the purposes of subsection (3), specify the circumstances in which the MRO procedure is to be treated as having come to an end.
The Secretary of State may by regulations confer functions on the Adjudicator in connection with the resolution of disputes relating to the offer of a market rent only option.
The regulations may, in particular, make provision concerning the resolution of disputes about whether—
circumstances are such that a pub-owning business is required to offer a tied pub tenant a market rent only option;
a proposed tenancy or licence is MRO-compliant;
a determination of the market rent of a tenancy or licence made by an independent assessor has been made in accordance with the Pubs Code;
any other requirement of the MRO procedure has been complied with.
The regulations may, in particular, confer on the Adjudicator the function of determining the market rent of a tenancy or licence in such circumstances as may be specified in the regulations.
Nothing in sections 48 to 52 applies in relation to provision made by virtue of section 43 or 44 but the regulations may include provision which is similar to that contained in or made under those sections.
The Secretary of State must review the operation of the Pubs Code for each review period.
The first review period is the period beginning on the date on which the Pubs Code comes into force and ending 2 years after the following 31 March.
Subsequent review periods are each successive period of 3 years after the first review period.
As soon as practicable after a review period, the Secretary of State must—
publish a report of the findings of the review for that period, and
lay a copy of the report before Parliament.
In particular, the report must set out—
the extent to which, in the Secretary of State's opinion, the Pubs Code is consistent with the principles set out in section 42(3), and
any revisions of the Pubs Code which, in the Secretary of State's opinion, would enable the Pubs Code to reflect more fully those principles.
The Secretary of State may by regulations make provision about terms of a tenancy or other agreement between a pub-owning business and a tied pub tenant—
which are inconsistent with the Pubs Code,
which purport to penalise the tenant for requiring the business to act, or not act, in accordance with any provision of the Pubs Code with which the business is bound to comply,
which purport to provide that a rent assessment or assessment of money payable by the tenant in lieu of rent in relation to the tied pub—
may be initiated only by the business, or
may only determine that the rent or money payable in lieu of rent is to be increased.
The regulations may include provision about the effect of a term of a tenancy or other agreement being void or unenforceable as a result of the regulations.
Regulations under subsection (1) may make provision about terms of tenancies or other agreements entered into before the date on which the regulations come into force.
A term of any agreement between a pub-owning business and a tied pub tenant is void to the extent that it purports to—
prevent the tenant from referring a dispute to the Adjudicator for arbitration in accordance with regulations under section 45 or in accordance with section 48, or
penalise the tenant for making such a referral.
A term of an arbitration agreement between a pub-owning business and a tied pub tenant is unenforceable to the extent that it is inconsistent with—
regulations under section 45,
section 50,
section 51, or
regulations under section 51(7).
Subsections (4) and (5) apply to agreements entered into before the date on which those subsections come into force, as well as those entered into on or after that date.
The Secretary of State may by regulations make provision about the effect of a term of an agreement being void or unenforceable as a result of subsection (4) or (5).
In accordance with the following provisions of this section and section 49, a tied pub tenant may refer a dispute between the tenant and the pub-owning business concerned to the Adjudicator for arbitration.
If the Pubs Code specifies that particular provisions of the Pubs Code are arbitrable, a dispute may be referred to the Adjudicator only to the extent that it relates to an allegation by the tenant that the pub-owning business has failed to comply with an arbitrable provision of the Pubs Code.
If the Pubs Code specifies that particular provisions of the Pubs Code are not arbitrable, a dispute may be referred to the Adjudicator only to the extent that it relates to an allegation by the tenant that the pub-owning business has failed to comply with any other provision of the Pubs Code.
If the Pubs Code does not specify whether any of its provisions are arbitrable or not arbitrable, a dispute may be referred to the Adjudicator only to the extent that it relates to an allegation by the tenant that the pub-owning business has failed to comply with any provision of the Pubs Code.
Where a dispute is referred for arbitration under this section, the Adjudicator must either—
arbitrate the dispute, or
appoint another person to arbitrate the dispute.
This section makes provision as to the period within which a tied pub tenant may refer a dispute to the Adjudicator in accordance with section 48.
Except in the case mentioned in subsection (3), the dispute may not be referred until after the expiry of the period of 21 days beginning with the date on which the tenant notifies the pub-owning business of the alleged non-compliance.
Where the Pubs Code requires a pub-owning business to provide a parallel rent assessment within a period of time specified by the Adjudicator, a dispute which relates to an allegation that the pub-owning business has failed to comply with that requirement may not be referred until the day after the day on which the specified period ends.
In all cases, a dispute may not be referred after the expiry of the period of 4 months beginning with the first date on which the dispute could have been referred.
This section applies where—
there is an arbitration agreement between a tied pub tenant and a pub-owning business, and
the business commences arbitral proceedings about a matter which is, or which includes, a Pubs Code dispute between the business and the tenant.
In this section a “Pubs Code dispute” means a dispute—
which relates to an allegation by the tied pub tenant that the pub-owning business has failed to comply with a provision of the Pubs Code, and
which the tenant would have been able to refer for arbitration by the Adjudicator in accordance with section 48 (were it not for the commencement of arbitral proceedings by the business).
Subsection (4) applies where—
in accordance with the arbitration agreement, the Adjudicator is appointed to arbitrate the Pubs Code dispute, or
the tied pub tenant wishes the Adjudicator to be appointed to arbitrate that dispute, and has given notice to that effect in accordance with subsections (5) to (7).
The Adjudicator must either—
arbitrate the Pubs Code dispute, or
appoint another person to arbitrate that dispute.
Notice under subsection (3)(b) must be given in writing to—
the pub-owning business, and
the Adjudicator.
In a case where the arbitration agreement provides for the arbitrator to be appointed by a person other than the pub-owning business or the tied pub tenant, notice under subsection (3)(b) must be given within 21 days beginning with the date on which that person notifies the tenant of the person proposed to be appointed as arbitrator.
In any other case, notice under subsection (3)(b) must be given within 21 days beginning with the date on which arbitral proceedings commenced.
Section 14 of the Arbitration Act 1996 makes provision about the commencement of arbitral proceedings.
Subsection (2) applies where a tied pub tenant—
refers a dispute to the Adjudicator under section 48, or
gives notice as mentioned in section 50(3)(b) that the tenant wishes the Adjudicator to be appointed to arbitrate a dispute.
The tenant must pay a fee to the Adjudicator of an amount prescribed in regulations made by the Secretary of State (except in specified cases as mentioned in subsection (3)(b)).
The regulations may make further provision as to the fee, and may in particular—
specify when the fee must be paid,
specify cases in which the tenant is not required to pay the fee,
specify cases in which the fee is to be refunded to the tenant.
The following subsections apply in all cases where the Adjudicator or a person appointed by the Adjudicator arbitrates a dispute.
Except where this Part makes different provision, the arbitration must be conducted in accordance with—
the rules regarding arbitrations issued from time to time by the Chartered Institute of Arbitrators, or
the rules of another dispute resolution body nominated by the arbitrator.
The pub-owning business concerned must pay the reasonable fees and expenses of the arbitrator in respect of the arbitration, except where—
the arbitration follows a referral by the tenant under section 48, and
the arbitrator concludes that the referral was vexatious.
The Secretary of State may by regulations make provision in relation to the costs payable by a tied pub tenant in respect of the arbitration, and the regulations may in particular—
provide that those costs are limited to an amount prescribed in, or to be determined in accordance with, the regulations, and
specify circumstances in which the arbitrator may make an award requiring the tenant to pay costs exceeding that amount.
If the Adjudicator appoints another person as arbitrator under section 48(5)(b) or 50(4)(b), the Adjudicator may require the arbitrator, or the pub-owning business and tied pub tenant concerned, to provide information to assist the Adjudicator in carrying out functions under this Part.
The Adjudicator may enforce the requirement to provide information by bringing civil proceedings to obtain an injunction.
The Adjudicator may investigate whether a pub-owning business has failed to comply with the Pubs Code if the Adjudicator has reasonable grounds to suspect that—
the business has failed to comply with the Pubs Code, or
the business has failed to follow a recommendation made under section 56.
The Adjudicator may not carry out an investigation until the guidance required by section 61(1) has been published.
Following an investigation, the Adjudicator must—
publish a report on the outcome of the investigation, and
consider whether to use any of the enforcement powers mentioned in section 55.
An investigation report must, in particular, specify—
any findings that the Adjudicator has made,
any action that the Adjudicator has taken or proposes to take, and
the reasons for the findings and any action taken or proposed.
An investigation report need not identify the pub-owning business concerned.
If a pub-owning business is identified in a report, the business must have been given a reasonable opportunity to comment on a draft of the report before publication.
If, as a result of an investigation, the Adjudicator is satisfied that a pub-owning business has failed to comply with the Pubs Code, or has failed to follow a recommendation made under section 56, the Adjudicator may take one or more of the following enforcement measures—
make recommendations;
require information to be published;
impose financial penalties.
Where an investigation concerns two or more pub-owning businesses, the Adjudicator may decide—
to take different enforcement measures against different businesses,
not to take any enforcement measures against one or more of the businesses.
If the Adjudicator chooses to enforce through making recommendations, that means recommending what the pub-owning business should do in order to comply with the Pubs Code, and specifying the time by which the business should do it.
The Adjudicator must monitor whether a recommendation has been followed.
If the Adjudicator chooses to enforce through requiring information to be published, that means requiring the pub-owning business to publish information relating to the investigation.
The publication requirement is imposed by giving the pub-owning business written notice specifying—
what information is to be published,
how it must be published, and
the time by which it must be published.
The Adjudicator may enforce the requirement to publish information by bringing civil proceedings to obtain an injunction or any other appropriate remedy or relief.
If the Adjudicator chooses to enforce through imposing financial penalties, that means imposing a penalty on the pub-owning business of an amount not exceeding the permitted maximum (see subsection (6)).
The financial penalty is imposed by giving the pub-owning business written notice specifying—
the grounds for imposing the penalty,
the amount of the penalty,
the period within which it must be paid, and
how it must be paid.
The pub-owning business may appeal to the High Court against—
the imposition of a financial penalty, or
its amount.
Financial penalties under this section are recoverable by the Adjudicator as a debt.
Financial penalties received by the Adjudicator must be paid into the Consolidated Fund.
The Secretary of State must make regulations—
specifying the permitted maximum, or
specifying how the permitted maximum is to be determined.
The Adjudicator may require a pub-owning business to pay some or all of the costs of an investigation (including any costs incurred in exercising the enforcement powers) if satisfied that—
the business has failed to comply with the Pubs Code, or
the business has failed to follow a recommendation made under section 56.
The Adjudicator may require a person to pay some or all of the costs of an investigation if—
the Adjudicator carried out the investigation as a result of a complaint by the person, and
the Adjudicator is satisfied that the complaint was vexatious or wholly without merit.
A requirement to pay costs is imposed by giving written notice specifying—
the grounds for imposing the requirement to pay costs,
how much is to be paid,
by when the costs are to be paid, and
how they are to be paid.
A person required to pay costs under this section may appeal to the High Court against—
the imposition of the requirement, or
the amount to which it relates.
Costs required to be paid under this section are recoverable by the Adjudicator as a debt.
The Adjudicator may give advice on any matter relating to the Pubs Code to—
tied pub tenants,
any organisation representing the interests of tied pub tenants,
pub-owning businesses,
any organisation representing the interests of pub-owning businesses.
The Adjudicator must publish guidance about—
the criteria that the Adjudicator intends to adopt in deciding whether to carry out investigations,
the practices and procedures that the Adjudicator intends to adopt in carrying out investigations,
the criteria that the Adjudicator intends to adopt in choosing whether to use the enforcement powers and which ones, and
the criteria that the Adjudicator intends to adopt in deciding the amount of any financial penalty under section 58.
In addition, the Adjudicator may publish guidance about the practices and procedures that the Adjudicator intends to adopt in carrying out other functions.
The Adjudicator may publish guidance about—
the application of any provision of the Pubs Code;
steps that pub-owning businesses need to take in order to comply with the Pubs Code;
any other matter relating to the Pubs Code.
Before publishing guidance under this section, the Adjudicator must consult any persons the Adjudicator thinks appropriate.
The Adjudicator must publish the first guidance under subsection (1)(a), (b), (c) and (d) within 6 months beginning with the day on which section 41 comes into force.
Where there is any guidance in force under this section, the Adjudicator must take account of it in carrying out functions.
After the end of each reporting period, the Adjudicator must prepare and publish a report describing what the Adjudicator has done during the period.
The report must include a summary of—
arbitrations conducted by the Adjudicator,
investigations carried out by the Adjudicator,
cases in which the Adjudicator has taken the enforcement measures mentioned in section 55, and
cases in which the Adjudicator has exercised functions in relation to the offer of a market rent only option or the provision of parallel rent assessments.
If the Adjudicator has made recommendations under section 56, the report must include an assessment of whether they have been followed.
As well as publishing the report, the Adjudicator must send a copy to the Secretary of State.
The Secretary of State must lay a copy of the report before Parliament.
In this section “reporting period” means—
the period beginning with the day on which section 41 comes into force and ending with the following 31 March, and
each successive period of 12 months.
The Adjudicator may require pub-owning businesses to pay in each financial year a levy towards the Adjudicator's expenses.
Before imposing a levy, the Adjudicator must obtain the Secretary of State's consent.
In deciding the amount of a levy, the Adjudicator must take into account any sums received or expected to be received from other sources.
The Adjudicator may take into account estimated as well as actual expenses.
The Adjudicator may require different pub-owning businesses or different descriptions of pub-owning businesses to pay different amounts of levy, but any differences must be based on criteria broadly intended to reflect the expense and time that the Adjudicator expects to spend in dealing with matters relating to different pub-owning businesses.
The Adjudicator must inform each pub-owning business of—
the amount of any levy payable by the business,
when payments are due, and
how the levy is to be paid.
A levy required to be paid under this section is recoverable by the Adjudicator as a debt.
The Adjudicator must publish details of levies and an explanation of how the amounts have been decided (including any criteria under subsection (5)).
If the Adjudicator has a surplus, the Adjudicator may repay some or all of it to pub-owning businesses.
In subsection (9) “surplus” means money held by the Adjudicator at the end of a financial year less liabilities shown in the Adjudicator's statement of accounts for that financial year.
The Secretary of State may make loans to the Adjudicator.
The Secretary of State must review the Adjudicator's performance for each review period.
The first review period is the period beginning on the day on which section 41 comes into force and ending 2 years after the following 31 March.
Subsequent review periods are each successive period of 3 years after the first review period.
A review must, in particular, assess how effective the Adjudicator has been in enforcing the Pubs Code.
A review may consider whether it would be desirable to amend or replace any regulations for the time being in force under section 51(2) or (7) or 58(6).
As soon as practicable after a review period, the Secretary of State must—
publish a report of the findings of the review for that period, and
lay a copy of the report before Parliament.
As a result of the findings of a review, the Secretary of State may give guidance to the Adjudicator about any matter relating to the Adjudicator's functions.
The Adjudicator must take account of the guidance in carrying out functions.
The Secretary of State may by regulations abolish the Adjudicator—
if, as a result of the findings of a review, the Secretary of State is satisfied that the Adjudicator has not been sufficiently effective in securing compliance with the Pubs Code to justify the continued existence of an Adjudicator,
if, as a result of the findings of a review, the Secretary of State is satisfied that it is no longer necessary for there to be an Adjudicator to secure compliance with the Pubs Code, or
if the Pubs Code is revoked and not replaced.
The regulations may include provision transferring the Adjudicator's property, rights and liabilities.
For the purpose of giving effect to the abolition of the Adjudicator, the regulations may amend or repeal this Part or any other enactment, including an enactment comprised in subordinate legislation within the meaning of the Interpretation Act 1978.
The Secretary of State may require the Adjudicator to provide information to assist the Secretary of State in carrying out functions under this Part.
In this Part a “tied pub” means premises in relation to which conditions A to D are met.
Condition A is that the premises have a premises licence authorising the retail sale of alcohol for consumption on the premises.
Condition B is that the main activity or one of the main activities carried on at the premises is the retail sale of alcohol to members of the public for consumption on the premises.
Condition C is that the premises are occupied under a tenancy or licence.
Condition D is that the tenant or licensee of the premises is subject to a contractual obligation that some or all of the alcohol to be sold at the premises is supplied by—
the landlord or a person who is a group undertaking in relation to the landlord, or
a person nominated by the landlord or by a person who is a group undertaking in relation to the landlord.
But condition D is not met if the contractual obligation is a stocking requirement.
The contractual obligation is a stocking requirement if—
it relates only to beer or cider (or both) produced by the landlord or by a person who is a group undertaking in relation to the landlord,
it does not require the tied pub tenant to procure the beer or cider from any particular supplier, and
it does not prevent the tied pub tenant from selling at the premises beer or cider produced by a person not mentioned in paragraph (a) (whether or not it restricts such sales).
In subsection (7), “beer” and “cider” have the same meanings as in the Alcoholic Liquor Duties Act 1979 (see section 1 of that Act).
In this section—
“general duties of directors” means the duties specified in sections 171 to 177 of that Act;
“group undertaking” has the meaning given by section 1161 of the Companies Act 2006;
A person is a “pub-owning business” for the purposes of this Part— the person was the landlord of 500 or more tied pubs.
in the period beginning with the day on which the Pubs Code comes into force and ending with the following 31 March, if immediately before the Pubs Code comes into force the person was the landlord of 500 or more tied pubs;
in any subsequent financial year, if for a period of—
at least 6 months in the previous financial year, in the case of a subsequent financial year ending before 1 April 2023, or
at least 3 months in the previous financial year, in the case of a subsequent financial year ending after 31 March 2023,
For the purposes of calculating the number of tied pubs of which a person (“L”) is the landlord, any tied pub the landlord of which is a person who is a group undertaking in relation to L is treated as a tied pub of which L is the landlord.
A person not falling within subsection (1) and who is the landlord of a tied pub occupied by a tied pub tenant who has extended protection in relation to that tied pub is also a pub-owning business for the purposes of this Part in relation to that occupation.
A tied pub tenant has “extended protection in relation to a tied pub” if—
the tenant occupies the tied pub under a tenancy or licence at a time when the landlord is a person who is a pub-owning business by virtue of subsection (1), and
before the end of that tenancy or licence the landlord is no longer such a person (whether because of a transfer of title or because the landlord ceases to fall within subsection (1)).
But a tied pub tenant ceases to have “extended protection in relation to a tied pub” on the earlier of—
the end of the tenancy or licence concerned, and
the conclusion of the first rent assessment or assessment of money payable in lieu of rent to be provided after the landlord is no longer a person who is a pub-owning business by virtue of subsection (1).
The Secretary of State may for the purposes of subsections (4) and (5) by regulations specify—
when a tenancy or licence ends;
when a rent assessment or assessment of money payable in lieu of rent is concluded.
Nothing in sections 43 to 45 and sections 53 to 59 has effect in relation to a person who is a pub-owning business by virtue of subsection (3).
The Secretary of State may by regulations specify circumstances in which a person who is a group undertaking in relation to a pub-owning business— as a pub-owning business (as well as or instead of any other person) for the purposes of any provision of or made under this Part.
is to be treated, or
may if the Adjudicator so determines be treated,
The Secretary of State may by regulations—
amend subsection (1)(a) or (b) so as to substitute a different number of tied pubs, or a different period, from the number or period for the time being specified there,
make provision in relation to the calculation of the number of tied pubs, whether by amending subsection (2) or otherwise.
In this Part a “tied pub tenant” means a person—
who is the tenant or licensee of a tied pub, or
who is a party to negotiations relating to the prospective tenancy of or licence to occupy premises which are, or on completion of the negotiations are expected to be, a tied pub.
In this Part—
“designated finance platform” means a finance platform that has been designated by the Treasury by virtue of section 5(9);
a scheme under section 9 of that Act (teachers);
Part 8 of the Companies Act 2006 (a company’s members) is amended as follows.
In Chapter 2 (register of members), before section 113 insert—
After Chapter 2 insert—
by an agreement for a lease or sub-lease,
The Adjudicator is a corporation sole.
Section 48 (report by administrative receiver - England and Wales) is amended as follows. In subsection (1), after “such creditors” insert “, other than opted-out creditors,”. In subsection (2)— Omit subsection (3).
In section 276(1)(b)(ii) (default in connection with voluntary arrangement) for “at or in connection with a meeting summoned” substitute “in connection with a creditors’ decision procedure instigated”.
The Adjudicator carries out functions on behalf of the Crown.
In section 49(1) (committee of creditors - England and Wales), for the words from the beginning to “fit” substitute “Where an administrative receiver has sent or published a report as mentioned in section 48(2) the company’s unsecured creditors may, in accordance with the rules”.
In section 283(4)(a) (definition of bankrupt’s estate), for the words from “a meeting” to “held” substitute “the trustee of that estate has vacated office under section 298(8)”.
Section 67 (report by receiver - Scotland) is amended as follows. In subsection (1), after “such creditors” insert “, other than opted-out creditors,”. In subsection (2)— Omit subsection (3).
In section 287(3)(c) (powers of interim receiver), for “summon a general meeting of” substitute “seek a decision on a matter from”.
In section 68(1) (committee of creditors - Scotland), for the words from the beginning to “fit” substitute “Where a receiver has sent or published a report as mentioned in section 67(2) the company’s unsecured creditors may, in accordance with the rules”.
In section 296(5) (trustee to give notice relating to creditors’ committees), for paragraphs (a) and (b) substitute “explain the procedure for establishing a creditors’ committee under section 301.”
Section 298 (trustee’s vacation of office) is amended as follows. In subsection (1), for “general meeting of the bankrupt’s creditors summoned” substitute “decision of the bankrupt’s creditors made by a creditors’ decision procedure instigated”. In subsection (4)— After subsection (4) insert— In subsection (8), for the words from “a final” to the end substitute “the trustee has given notice under section 331(2).” After subsection (8) insert—
Section 299 (release of trustee) is amended as follows. In subsection (1)(a), omit “a general meeting of”. In subsection (3)(a)— For subsection (3)(b) substitute—. In subsection (3)(d), for paragraphs (i) and (ii) substitute— After subsection (3) insert—
Section 300 (vacancy in office of trustee) is amended as follows. For subsection (3) substitute— In subsection (4) for the words from “summoned” to “vacancy” substitute “asked, and is not proposing to ask, the bankrupt’s creditors to appoint a person as trustee”. In subsection (8) for the words from “holding” to “331” substitute “vacation of office by the trustee under section 298(8)”.
Section 301 (creditors’ committees) is amended as follows. In subsection (1), for the words from “general” to “otherwise)” substitute “bankrupt’s creditors”. In subsection (2)—
In section 314(7) (trustee’s power and duty to summon creditors’ meeting)—
for “summon a general meeting of” substitute “seek a decision on a matter from”;
for “summon such a meeting” substitute “seek a decision on a matter”.
In section 330 (final distribution), after subsection (1) insert—
Section 331 (final meeting) is amended as follows. For subsection (2) substitute— Omit subsections (3) and (4). In the heading, for “meeting” substitute “report”.
In section 332(2) (bankrupt’s home), for “summon a meeting under section 331” substitute “give notice under section 331(2)”.
In section 356(2)(c) (offence of making false statements)—
for “at any meeting of his creditors” substitute “in connection with any creditors’ decision procedure or deemed consent procedure”;
for “at such a meeting” substitute “in connection with such a procedure”.
In Schedule 9, after paragraph 12 insert—
In paragraph 13 of Schedule 9 (creditors’ committee)—
after “to the” insert “establishment,”;
for “established under” substitute “provided for by”.
“tenancy” means a tenancy created either immediately or derivatively out of the freehold, whether— and includes a tenancy at will.
Where two or more persons jointly constitute either the landlord or the tied pub tenant, any reference in this Part to the landlord or to the tied pub tenant is a reference to both or all of the persons who jointly constitute the landlord or the tied pub tenant, as the case may require.
The Secretary of State may by regulations provide that the Pubs Code does not, or specified provisions of the Pubs Code do not, apply in relation to—
the dealings of pub-owning businesses—
with tied pub tenants of a specified description, or
in relation to tied pubs of a specified description;
the dealings of a specified pub-owning business or pub-owning businesses of a specified description—
with their tied pub tenants or tied pub tenants of a specified description, or
in relation to their tied pubs or tied pubs of a specified description.
Regulations under subsection (1) may, in particular, specify a description of pub-owning businesses or tied pub tenants by reference to—
the nature of the tenancy or licence, or
the nature of any other contractual agreement entered (or to be entered) into by the tied pub tenant with the pub-owning business, or a person nominated by that business, in connection with the tenancy or licence.
The regulations may provide for circumstances in which a tied pub of a specified description is to be disregarded for the purposes of determining under section 69 whether a person is a pub-owning business.
In this section “specified” means specified in regulations.
In this Part—
Northern Ireland legislation.
In Chapter 3 of Part 8 of the Companies Act 2006 (overseas branch registers), in section 129 (overseas branch registers), at the end insert—
The Insolvency Act 1986 is amended as provided in paragraphs 2 to 11.
The Regulations must prescribe the name by which the body is to be known. The Regulations must provide that the members of the body must be appointed by the Secretary of State after such consultation as the Secretary of State thinks appropriate. The Regulations must provide that the Secretary of State must appoint one of the members as the chair of the body. The Regulations may include provision about—
The Regulations may make provision about the proceedings of the body. The Regulations may, in particular—
The Regulations may make provision authorising the body to provide training or other services to any person. The Regulations may make provision authorising the body—
This paragraph applies where the Regulations include provision enabling the body to impose a financial penalty on a person who is, or has been, authorised to act as an insolvency practitioner (see section 144(5)). The Regulations— The Regulations must provide that, unless the Secretary of State (with the consent of the Treasury) otherwise directs, income from penalties imposed by the body is to be paid into the Consolidated Fund. The Regulations may also, in particular—
This paragraph applies where the body is an unincorporated association. The Regulations must provide that any relevant proceedings may be brought by or against the body in the name of any body corporate whose constitution provides for the establishment of the body. In sub-paragraph (2) “relevant proceedings” means proceedings brought in or in connection with the exercise of any function conferred on the body by the Regulations.
In section 286(3) (interim receiver to have powers and duties conferred by section 287) for “of a receiver and manager under” substitute “given by”.
Section 287 (receivership pending appointment of first trustee) is amended as follows. For the heading substitute “Powers of interim receiver”. In subsection (1)— In subsection (2)— In subsection (3)— In subsection (4)— Omit subsection (5).
Omit section 291(1) to (3) (bankrupt’s duty to deliver possession of estate to official receiver).
Section 292 (power to make appointments) is amended as follows. For the heading substitute “Appointment of trustees: general provision”. For subsection (1) substitute— Omit subsection (5).
Omit sections 293 to 295 (meeting of creditors to appoint first trustee).
In section 296 (appointment of trustee by Secretary of State)—
in subsection (1) omit “(other than section 297(1) below)”;
in subsection (3) omit “or on a reference under section 295”.
Omit section 297.
Section 298 (removal of trustees) is amended as follows. Omit subsection (2). In subsection (4)—
Omit paragraph 10 of Schedule 9 (exercise by official receiver of functions under section 287).
In paragraph 30 of Schedule 9 omit “, of the official receiver while acting as a receiver or manager under section 287”.
In this Part, references to “rent”, in relation to a licence to occupy, are to be read as references to the fee payable in respect of the licence.
The Adjudicator must report to the Secretary of State on cases of pub-owning businesses engaging in business practices which are, in the Adjudicator's opinion, unfair business practices.
A report under subsection (1) must include recommendations as to—
actions to be taken to prevent pub-owning businesses from engaging in the business practices reported on, and
how to provide redress for tied pub tenants affected by those practices.
The Secretary of State must issue a statement within three months of receiving a report under subsection (1) setting out—
action which the Secretary of State intends to take to protect tied pub tenants affected by the business practices reported on, or
if the Secretary of State does not intend to take such action, the reasoning for that decision.
In this section “unfair business practice” means a business practice which—
is engaged in by a pub-owning business at any time after the passing of this Act in order to avoid, to the detriment of tied pub tenants, the operation of provision made by or under this Part, and
is unfair.
Subject to subsection (2), regulations under this Part are subject to affirmative resolution procedure.
Regulations under section 66(1)(c) are subject to negative resolution procedure.
If a draft of an instrument containing regulations under section 71 would, apart from this subsection, be treated for the purposes of the Standing Orders of either House of Parliament as a hybrid instrument, it is to proceed as if it were not such an instrument.
In section 13A of the Childcare Act 2006 (supply of information: free of charge early years provision)—
in subsection (3), after “provision” insert “ or for funding related to free of charge early years provision ”;
in subsection (6), after “provision” insert “ or for funding related to free of charge early years provision ”.
In section 13B of that Act (unauthorised disclosure of information received under section 13A), in subsection (2)(b), after “provision” insert “ or for funding related to free of charge early years provision ”.
In section 34(2) of the Childcare Act 2006 (requirement to register: other early years providers) for “three” substitute “ two ”.
In section 40(1)(b) of that Act (duty to implement Early Years Foundation Stage) for “3” substitute “ 2 ”.
In section 63(3) of that Act (applications for registration on the general register)—
in the words before paragraph (a), for “three” substitute “ two ”;
in paragraph (c) (as it has effect prior to the coming into force of paragraph 35(4) of Schedule 1 to the Education and Skills Act 2008) for “three” substitute “ two ”.
In section 99(1)(b) of that Act (provision of information about young children: England) for “3” substitute “ 2 ”.
In section 94(5)(b) of the Education and Skills Act 2008 (independent educational institution standards) for “three” substitute “ two ”.
Section 96 of the Childcare Act 2006 (meaning of early years and later years provision etc.) is amended in accordance with subsections (2) to (5).
In subsection (4) (definition of “early years childminding”)—
omit “on domestic premises”, and
after “reward” insert “ , where at least half of the provision is on domestic premises ”.
In subsection (5) (exception to subsection (4))—
for “on domestic premises for reward” substitute “ which would otherwise fall within subsection (4) ”, and
omit “on the premises”.
In subsection (8) (definition of “later years childminding”)—
omit “on domestic premises”, and
after “reward” insert “ , where at least half of the provision is on domestic premises ”.
In subsection (9) (exception to subsection (8))—
for “on domestic premises for reward” substitute “ which would otherwise fall within subsection (8) ”, and
omit “on the premises”.
In section 34 of that Act (requirement to register: other early years providers)—
after subsection (1) insert—, and
in subsection (1A) omit “on domestic premises”.
In section 53 of that Act (requirement to register: other later years providers)—
after subsection (1) insert—, and
in subsection (1A) omit “on domestic premises”.
Schedule 2 makes amendments for the purpose of removing the requirement for certain childcare providers to be registered under the Childcare Act 2006 in respect of each premises from which they operate.
Part 3 of the Education and Skills Act 2008 is amended as follows.
In section 87 (benefit and training information)—
in each of subsections (2)(a) and (3)(a) omit “who has attained the age of 19”;
in subsection (3)(c) omit “(whether before or after the individual attained the age of 19)”;
in subsection (4)(a) omit “provided for persons who have attained the age of 19”;
in subsection (4)(b) and (c) omit “such”, in each place.
Omit section 91(6) (references to training or education do not include references to higher education).
In consequence of the amendments made by subsections (1) to (3)—
for the Part heading substitute “ Assessments of effectiveness of education and training etc ”;
omit the italic heading before section 87.
After section 253 of the Apprenticeships, Skills, Children and Learning Act 2009 insert—.
In section 262 of the Apprenticeships, Skills, Children and Learning Act 2009 (orders and regulations)—
in subsection (1) (orders and regulations to be made by statutory instrument etc) after “Part 3 or 4” insert “ , or section 253A ”, and
in subsection (9) (statutory instruments which are subject to annulment in pursuance of a resolution of the National Assembly for Wales if containing regulations etc made by the Welsh Ministers) for “or 107” substitute “ , 107 or 253A ”.
Before section 50 of the Further and Higher Education Act 1992 insert—
Schedule 3 amends the Companies Act 2006 to require companies to keep a register of people who have significant control over the company.
The Secretary of State must before the end of the review period—
carry out a review of Part 21A of the Companies Act 2006 (inserted by Schedule 3 to this Act) and of other provisions of the Companies Act 2006 inserted by this Act that relate to that Part, and
prepare and publish a report setting out the conclusions of the review.
The report must in particular—
set out the objectives intended to be achieved by the provisions of the Companies Act 2006 mentioned in subsection (1)(a),
assess the extent to which those objectives have been achieved, and
assess whether those objectives remain appropriate and, if so, the extent to which they could be achieved in another way that imposed less regulation.
The Secretary of State must lay the report before Parliament.
The “review period” is the period of 3 years beginning with the day on which section 92 (duty to deliver confirmation statement instead of annual return) comes into force.
In section 813 of the Companies Act 2006 (register of interests disclosed: refusal of inspection or default in providing copy), in subsection (1), for the words “an order of the court” substitute “ section 812 ”.
In section 779 of the Companies Act 2006 (issue and effect of share warrant to bearer), after subsection (3) insert—
For the heading of that section substitute “ Prohibition on issue of new share warrants and effect of existing share warrants ”.
Schedule 4—
makes provision for arrangements by which share warrants issued before this section comes into force are to be converted into registered shares or cancelled, and
makes amendments consequential on that provision.
This section applies in the case of a company limited by shares if, immediately before the day on which section 84 comes into force, the company's articles contain provision authorising the company to issue share warrants (“the offending provision”).
The company may amend its articles for the purpose of removing the offending provision—
without having passed a special resolution as required by section 21 of the Companies Act 2006;
without complying with any provision for entrenchment which is relevant to the offending provision (see section 22 of that Act).
Section 26 of the Companies Act 2006 sets out the duty of a company to send the registrar a copy of its articles where they have been amended.
Expressions defined for the purposes of the Companies Act 2006 have the same meaning in this section as in that Act.
The Secretary of State must, as soon as reasonably practicable after the end of the period of 5 years beginning with the day on which section 84 comes into force—
carry out a review of section 84, and
prepare and publish a report setting out the conclusions of the review.
The report must in particular—
set out the objectives intended to be achieved by the section, and
assess the extent to which those objectives have been achieved.
The Secretary of State must lay the report before Parliament.
The Companies Act 2006 is amended as follows.
Omit section 155 (companies required to have at least one director who is a natural person).
In section 156 (direction requiring company to make appointment)—
in subsection (1), for “section 155” substitute “ provision by virtue of section 156B(4) ”;
in subsection (4), for “of section 154 or 155” substitute “ as mentioned in subsection (1) ”.
Before section 157 (and after the preceding cross-heading) insert—
The Secretary of State must, before the end of each review period—
carry out a review of section 87, and
prepare and publish a report setting out the conclusions of the review.
The report must in particular—
set out the objectives intended to be achieved by the section,
assess the extent to which those objectives have been achieved, and
assess whether those objectives remain appropriate and, if so, the extent to which they could be achieved in another way which imposed less regulation.
The Secretary of State must lay the report before Parliament.
Each of the following is a review period for the purposes of this section—
the period of 5 years beginning with the day on which section 87 comes into force (whether wholly or partly), and
each successive period of 5 years.
In section 170 of the Companies Act 2006 (scope and nature of general duties of directors) for subsection (5) substitute—
The Secretary of State may by regulations make provision about the application of the general duties of directors to shadow directors.
The regulations may, in particular, make provision—
for prescribed general duties of directors to apply to shadow directors with such adaptations as may be prescribed;
for prescribed general duties of directors not to apply to shadow directors.
In this section—
provides, arranges or facilitates invoice discounting or factoring in the course of a business,
Omit section 1039 of the Companies Act 2006 (disqualification orders consequential amendments).
The Insolvency Act 1986 is amended in accordance with this Part of this Schedule.
Regulations under this section are subject to affirmative resolution procedure.
In section 251 of the Insolvency Act 1986 (expressions used generally), in the definition of “shadow director”, for the words from “(but” to the end substitute, but so that a person is not deemed a shadow director by reason only that the directors act— .
In section 22(5) of the Company Directors Disqualification Act 1986 (definition of “shadow director”) for the words from “(but” to the end substitute “, but so that a person is not deemed a shadow director by reason only that the directors act—
on advice given by that person in a professional capacity;
in accordance with instructions, a direction, guidance or advice given by that person in the exercise of a function conferred by or under an enactment;
in accordance with guidance or advice given by that person in that person's capacity as a Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975)”.
In section 251(2) of the Companies Act 2006 (definition of “shadow director”) for the words “on advice given by him in a professional capacity” substitute— .
In section 1293 of the Companies Act 2006 (meaning of “enactment”) after paragraph (a) insert—.
In Article 5(1) of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (interpretation), in the definition of “shadow director”, for the words from “(but” to the end substitute, but so that a person is not deemed a shadow director by reason only that the directors act— .
In Article 2(2) of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) (interpretation), in the definition of “shadow director”, for the words from “(but” to the end substitute, but so that a person is not deemed a shadow director by reason only that the directors act— .
For Part 24 of the Companies Act 2006 (annual return) substitute—
The Companies Act 2006 is amended as follows.
In section 9 (registration documents), in subsection (5)—
omit the “and” after paragraph (a), and
after paragraph (b) insert; and
Also in section 9, after subsection (5) insert—
In section 108 (statement of capital required where company re-registering as a limited company already has share capital), in subsection (2), for paragraph (b) substitute—
In section 1078 (documents subject to Directive disclosure requirements), in subsection (2)—
for the heading “Accounts, reports and returns” substitute “ Accounts and reports etc ”, and
under that heading, for “The company's annual return” substitute “ Any confirmation statement delivered by the company under section 853A. ”
In section 1169 (dormant companies), in subsection (3)(b)(iv), for “an annual return” substitute “ a confirmation statement ”.
In Schedule 8 (index of defined expressions)—
omit the entries for “annual return”, “non-traded company” and “return period”, and
confirmation date (in Part 24) section 853A(3) confirmation period (in Part 24) section 853A(3) confirmation statement section 853A(1) DTR5 issuer (in Part 24) section 853E(6) relevant market (in Part 24) section 853E(6) review period (in Part 24) section 853A(5) and (6)
Schedule 5 amends the Companies Act 2006 to give private companies the option of keeping certain information on the register kept by the registrar instead of keeping it on their own registers.
After section 1084 of the Companies Act 2006 insert—
In section 1059A of that Act (scheme of Part 35), in subsection (2), after the entry in the list for section 1083 insert— “ section 1084A (recording optional information on register), ”.
Part 35 of the Companies Act 2006 (the registrar of companies) is amended as follows.
In section 1087 (material not available for public inspection), in subsection (1), after paragraph (d) insert—.
After that section insert—
Schedule 6 amends the Companies Act 2006 to alter the content of statements of capital required under various provisions of that Act.
The Companies Act 2006 is amended as follows.
In section 94 (application for re-registration as a public company), in subsection (2)—
omit the “and” at the end of paragraph (c), and
after paragraph (d) insert; and
In section 762 (procedure for a public company to obtain a trading certificate), in subsection (1)—
omit the “and” at the end of paragraph (c), and
after paragraph (d), insert, and
In section 1078 (documents subject to Directive disclosure requirements)—
in subsection (3), under the heading “Share capital”, after the entry numbered 11 insert—, and
after subsection (3) insert—
After section 1097 of the Companies Act 2006 insert—
In section 1087(1) of that Act (material not available for public inspection), after paragraph (g) insert—.
The Companies Act 2006 is amended as follows.
The statement must also include a statement by the subscribers to the memorandum of association that each of the persons named as a director, as secretary or as one of the joint secretaries has consented to act in the relevant capacity.
The statement must also include a statement by the company that the person named as secretary, or each of the persons named as joint secretaries, has consented to act in the relevant capacity.
In section 167 (duty to notify registrar of changes), in subsection (2), for paragraph (b) substitute—
In section 276 (duty to notify registrar of changes), in subsection (2), for “consent by that person” substitute “ statement by the company that the person has consented ”.
The amendments made by this section do not apply if the statement of proposed officers, statement of the company's proposed secretary or notice under section 167 or 276 of the Companies Act 2006 was received by the registrar before this section comes into force.
In Part 35 of the Companies Act 2006 (the registrar of companies), after section 1079A insert—
The amendment made by this section does not apply if the statement of proposed officers or notice under section 167 or 167D of the Companies Act 2006 was received by the registrar before this section comes into force.
In section 1095 of the Companies Act 2006 (rectification of register on application to registrar), after subsection (4) insert—
The amendment made by this section does not apply to material contained in a statement of proposed officers or notice given under section 167 or 167D of the Companies Act 2006 if the statement or notice was received by the registrar before this section comes into force.
Chapter 1 of Part 31 of the Companies Act 2006 (striking off) is amended as follows.
In section 1000 (power to strike off company not carrying on business or in operation)—
in subsection (2)—
for “one month of sending” substitute “ 14 days of sending ”,
for “that month” substitute “ that period ”, and
in paragraph (b), for “one month” substitute “ 14 days ”, and
in subsection (3)—
in paragraph (b), for “one month” substitute “ 14 days ”, and
for “three months” substitute “ 2 months ”.
In section 1001 (duty to act in case of company being wound up), in subsection (1), for “three months” substitute “ 2 months ”.
In section 1003 (striking off on application by company), in subsection (3), for “three months” substitute “ 2 months ”.
The amendments made by subsection (2) do not apply in cases where the communication mentioned in section 1000(1) of the Companies Act 2006 has already been sent before this section comes into force.
The amendment made by subsection (3) does not apply in cases where the notice mentioned in section 1001(1) of that Act has already been published in the Gazette before this section comes into force.
The amendment made by subsection (4) does not apply in cases where the application under section 1003(1) of that Act has already been made before this section comes into force.
After section 5 of the Company Directors Disqualification Act 1986 insert—
Section 5A(2) and (4) of the Company Directors Disqualification Act 1986, as inserted by this section, applies in relation to a conviction of a relevant foreign offence which occurs on or after the day on which this section comes into force regardless of whether the act or omission which constituted the offence occurred before that day.
After section 8 of the Company Directors Disqualification Act 1986 insert—
The Company Directors Disqualification Act 1986 is amended as follows.
In section 6 (duty of court to disqualify unfit directors of insolvent companies)—
in subsection (1)(b), for “any other company or companies” substitute “ one or more other companies or overseas companies ”,
after subsection (1) insert—,
in subsection (2), omit the words from “and references” to the end, and
after subsection (2) insert—
In section 8 (disqualification where expedient in public interest)—
in subsection (2), after “the company” insert “ (either taken alone or taken together with his conduct as a director or shadow director of one or more other companies or overseas companies) ”,
in subsection (2A)(a), after “shadow director” insert “ (either taken alone or taken together with his conduct as a director or shadow director of one or more other companies or overseas companies) ”, and
after subsection (2A) insert—
Omit section 9 (matters for determining unfitness of directors).
After section 12B insert—
For Schedule 1 (matters determining unfitness of directors) substitute—
The Company Directors Disqualification Act 1986 is amended in accordance with subsections (2) to (4).
After section 7 insert—
In section 7 (disqualification order or undertaking and reporting provisions), omit subsection (3).
For the heading of section 7 substitute “ Disqualification orders under section 6: applications and acceptance of undertakings ”.
In consequence of the repeal made by subsection (3), in Schedule 17 to the Enterprise Act 2002, omit paragraph 42.
In section 7(2) of the Company Directors Disqualification Act 1986 (period within which application may be made for disqualification order against unfit director of insolvent company), for “2 years” substitute “ 3 years ”.
Subsection (1) applies only to an application relating to a company which has become insolvent after the commencement of that subsection.
Section 6(2) of the 1986 Act (meaning of “becoming insolvent”) applies for the purposes of subsection (2) as it applies for the purposes of section 6 of that Act.
In section 8 of the Company Directors Disqualification Act 1986 (disqualification of director after investigation of company)—
in subsection (1), omit “from investigative material”,
omit subsection (1A), and
in subsection (2A), omit “from such report, information or documents”.
For the heading of that section substitute “ Disqualification of director on finding of unfitness ”.
After section 15 of the Company Directors Disqualification Act 1986 insert—
Schedule 7 makes amendments to the Company Directors Disqualification Act 1986, and other enactments, which are consequential on or related to the amendments made to that Act by the preceding provisions of this Part.
Schedule 8 makes provision for Northern Ireland which corresponds to that made by sections 104 to 111.
For subsections (1) and (2) of section 11 of the Company Directors Disqualification Act 1986 (undischarged bankrupts) substitute—
In section 24 of that Act (extent), for subsection (2) substitute—
For paragraph (1) of Article 15 of the Company Directors Disqualification (Northern Ireland) Order 2002 (S.I. 2002/3150 (N.I. 4)) (undischarged bankrupts) substitute—
In section 390 of the Insolvency Act 1986 (persons not qualified to act as insolvency practitioners)—
in subsection (4)—
in paragraph (a), after “bankrupt” insert “ under this Act or the Insolvency (Northern Ireland) Order 1989 ”;
in paragraph (aa), after “a debt relief order” insert “ under this Act or the Insolvency (Northern Ireland) Order 1989 ”;
for subsection (5) substitute—
Article 349 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (persons not qualified to act as insolvency practitioners) is amended as follows.
In paragraph (4)—
in sub-paragraph (a), after “bankrupt” insert “ under this Order or the 1986 Act ”;
in sub-paragraph (aa), after “a debt relief order” insert “ under this Order or the 1986 Act ”.
For paragraph (5) substitute—
In consequence of the amendment made by subsection (3), omit—
paragraph 4 of Schedule 6 to the Insolvency (Northern Ireland) Order 2005 (S.I. 2005/1455 (N.I. 10));
paragraph 4(9)(b) of the Schedule to the Debt Relief Act (Northern Ireland) 2010 (c. 16 (N.I.)).
The Insolvency Act 1986 is amended as follows.
After section 246 insert—
In section 214 (wrongful trading)—
in subsection (2)(b), after “liquidation” insert “ or entering insolvent administration ”,
in subsection (3), for the words from “assuming” to “liquidation” substitute “ on the assumption that he had knowledge of the matter mentioned in subsection (2)(b) ”, and
after subsection (6) insert—
After section 246ZC of the Insolvency Act 1986 (inserted by section 117) insert—
After section 176ZA of the Insolvency Act 1986 insert—
The Insolvency Act 1986 is amended as follows.
In section 165 (voluntary winding up: powers of liquidator), for subsections (2) and (3) substitute—
In section 167 (winding up by the court: powers of liquidator), for subsection (1) substitute—
In section 169 (supplementary powers (Scotland)), omit subsection (1).
In Part 2 of Schedule 3 (appeals from orders in Scotland: orders which take effect until matter disposed of by Inner House), omit the entry relating to orders under section 167 or 169.
In Schedule 4 (powers of liquidator in a winding up)—
in paragraph 3, omit “In the case of a winding up in Scotland,”,
omit paragraph 6A, and
omit the headings for each of Parts 1 to 3.
The Insolvency Act 1986 is amended as follows.
In section 314 (bankruptcy: powers of trustee)—
for subsection (1) substitute—,
in subsection (2), omit “With the permission of the creditors' committee or the court,”, and
omit subsections (3) and (4).
In Schedule 5 (powers of trustee in bankruptcy), omit the headings for each of Parts 1 to 3.
The Insolvency Act 1986 is amended as follows.
After section 246ZD (as inserted by section 118) insert—
In Schedule 8 (provisions which may be included in company insolvency rules), after paragraph 8 insert—
In section 251 (interpretation of first Group of Parts)—
“deemed consent procedure” means the deemed consent procedure provided for by section 246ZF;
“qualifying decision procedure” has the meaning given by section 246ZE(11);
The Insolvency Act 1986 is amended as follows.
After section 379 insert—
In Schedule 9 (provisions which may be included in individual insolvency rules), after paragraph 11 insert—
In section 385(1) (miscellaneous definitions relating to individual insolvency)—
“creditors' decision procedure” has the meaning given by section 379ZA(11);
“deemed consent procedure” means the deemed consent procedure provided for by section 379ZB;
The Insolvency Act 1986 is amended as follows.
For the italic heading before section 246B substitute— “ Giving of notices etc by office-holders ”.
After section 246B insert—
After section 248 insert—
In Schedule 8 (provisions which may be included in company insolvency rules), after paragraph 5 insert—
The Insolvency Act 1986 is amended as follows.
For the italic heading before section 379B substitute— “ Giving of notices etc by office-holders ”.
After section 379B insert—
After section 383 insert—
In Schedule 9 (provisions capable of inclusion in individual insolvency rules), after paragraph 7 insert—
Schedule 9 (abolition of requirements to hold meetings; opted-out creditors)—
makes amendments relating to sections 122 to 125, and
removes requirements to hold a general meeting of a company when the company's affairs are fully wound up.
In paragraph 76(2)(b) of Schedule B1 to the Insolvency Act 1986 (administrator's term of office may be extended for up to six months by consent) for “six months” substitute “ one year ”.
Schedule B1 to the Insolvency Act 1986 (administration) is amended as follows.
In paragraph 65(3) (restrictions on distribution to unsecured creditors) for “unless” substituteunless— .
In paragraph 83 (power to move from administration to creditors' voluntary liquidation), in sub-paragraphs (1)(b) and (2)(b), after “any)” insert “ which is not a distribution by virtue of section 176A(2)(a) ”.
Schedule B1 to the Insolvency Act 1986 (administration) is amended as follows.
Paragraph 60 (power of administrators) becomes sub-paragraph (1) of that paragraph.
After that sub-paragraph insert—
After paragraph 60 insert—
Paragraph 115 of Schedule B1 (administration) to the Insolvency Act 1986 is amended as follows.
After sub-paragraph (1) insert—
In sub-paragraph (3), omit the words from “and” to the end.
After that sub-paragraph insert—
In Schedule 8 to the Insolvency Act 1986 (provisions capable of inclusion in company insolvency rules) after paragraph 13 insert—
In Schedule 9 to the Insolvency Act 1986 (provisions capable of inclusion in individual insolvency rules) after paragraph 18 insert—
In the Insolvency Act 1986, before section 292 insert—
Schedule 10 makes consequential amendments.
In section 262(3)(a) of the Insolvency Act 1986 (time limit for challenging voluntary arrangement), for the words from “the report” to “section 259” substitute “ the creditors decided whether to approve the proposed voluntary arrangement or, where a report was required to be made to the court under section 259(1)(b), the day on which the report was made ”.
Omit sections 263A to 263G of the Insolvency Act 1986 (fast-track voluntary arrangements (England and Wales)) and the cross heading immediately before section 263A.
In consequence of the repeals made by subsection (1), in the Insolvency Act 1986—
in section 282 (court's power to annul bankruptcy order), in subsection (4), omit “or 263D”, and
in Schedule 4A (bankruptcy restrictions order and undertaking), in paragraph 11, omit “, 263D”.
Also in consequence of the repeals made by subsection (1), in the Enterprise Act 2002—
omit section 264(2) to (4) (orders to extend application of provisions of sections 263B to 263G of the Insolvency Act 1986),
in Schedule 22, omit paragraph 2 (fast-track voluntary arrangements) and the heading immediately before it, and
in Schedule 23 (minor and consequential amendments), omit paragraph 4(a) and the “and” immediately after it.
The repeals made by this section have no effect in relation to a case where a debtor has submitted the document and statement mentioned in section 263B(1) to the official receiver before this section comes into force.
The Insolvency Act 1986 is amended as follows.
In section 92A (progress reports in members' voluntary winding-up)—
in subsection (1), for the words from “in the event” to “one year,” substitute “ where the company is registered in England and Wales ”;
in the heading, omit “at year's end”.
In section 104A (progress reports in creditors' voluntary winding-up)—
in subsection (1), for the words from “If the” to “one year,” substitute “ Where the company is registered in England and Wales ”;
in the heading, omit “at year's end”.
In the table in Schedule 10 (punishment of offences)—
in the entry for section 92A(2), in column 2, omit “at year's end”;
in the entry for section 104A(2), in column 2, omit “at year's end”.
In Part 13 of the Insolvency Act 1986 (insolvency practitioners), for section 391 (recognised professional bodies) (as substituted by section 17 of the Deregulation Act 2015) substitute—
An order under section 391(1) or (2) of the Insolvency Act 1986 made before the coming into force of this section is, following the coming into force of this section, to be treated as if it were made under section 391(1) or (as the case may be) (2) as substituted by subsection (1) of this section.
After section 391A of the Insolvency Act 1986 (inserted by section 137) insert—
In section 419 of the Insolvency Act 1986 (regulations for the purposes of Part 13), at the end insert—
After section 391C of the Insolvency Act 1986 (inserted by section 138) insert—
In section 415A of the Insolvency Act 1986 (fees orders: general), after subsection (1A) (inserted by section 17 of the Deregulation Act 2015) insert—
After section 391K of the Insolvency Act 1986 (inserted by section 139) insert—
In section 415A of the Insolvency Act 1986 (fees orders: general), after subsection (4) insert—
After section 391N of the Insolvency Act 1986 (inserted by section 140) insert—
After section 391R of the Insolvency Act 1986 (inserted by section 141) insert—
After section 391S of the Insolvency Act 1986 (inserted by section 142) insert—
The Secretary of State may by regulations designate a body for the purposes of—
authorising persons to act as insolvency practitioners, and
regulating persons acting as such.
The designated body may be either—
a body corporate established by the regulations, or
a body (whether a body corporate or an unincorporated association) already in existence when the regulations are made (an “existing body”).
The regulations may, in particular, confer the following functions on the designated body—
establishing criteria for determining whether a person is a fit and proper person to act as an insolvency practitioner;
establishing the requirements as to education, practical training and experience which a person must meet in order to act as an insolvency practitioner;
establishing and maintaining a system for providing full authorisation or partial authorisation to persons who meet those criteria and requirements;
imposing technical standards for persons so authorised and enforcing compliance with those standards;
imposing professional and ethical standards for persons so authorised and enforcing compliance with those standards;
monitoring the performance and conduct of persons so authorised;
investigating complaints made against, and other matters concerning the performance or conduct of, persons so authorised.
The regulations may require the designated body, in discharging regulatory functions, so far as is reasonably practicable, to act in a way—
which is compatible with the regulatory objectives, and
which the body considers most appropriate for the purpose of meeting those objectives.
Provision made under subsection (3)(d) or (3)(e) for the enforcement of the standards concerned may include provision enabling the designated body to impose a financial penalty on a person who is or has been authorised to act as an insolvency practitioner.
The regulations may, in particular, include provision for the purpose of treating a person authorised to act as an insolvency practitioner by virtue of being a member of a professional body recognised under section 391 of the Insolvency Act 1986 immediately before the regulations come into force as authorised to act as an insolvency practitioner by the body designated by the regulations after that time.
Expressions used in this section which are defined for the purposes of Part 13 of the Insolvency Act 1986 have the same meaning in this section as in that Part.
Section 145 makes further provision about regulations under this section which designate an existing body.
Schedule 11 makes supplementary provision in relation to the designation of a body by regulations under this section.
The Secretary of State may make regulations under section 144 designating an existing body only if it appears to the Secretary of State that—
the body is able and willing to exercise the functions that would be conferred by the regulations, and
the body has arrangements in place relating to the exercise of those functions which are such as to be likely to ensure that the conditions in subsection (2) are met.
The conditions are—
that the functions in question will be exercised effectively, and
where the regulations are to contain any requirements or other provisions prescribed under subsection (3), that those functions will be exercised in accordance with any such requirements or provisions.
Regulations which designate an existing body may contain such requirements or other provisions relating to the exercise of the functions by the designated body as appear to the Secretary of State to be appropriate.
Section 144 and, accordingly, section 145 and subsections (3) and (4) below expire at the end of the relevant period unless the power conferred by subsection (1) of section 144 is exercised before the end of that period.
The “relevant period” is the period of 7 years beginning with the day on which section 144 comes into force.
Regulations under section 144 are subject to affirmative resolution procedure.
If a draft of a statutory instrument containing regulations under section 144 would, apart from this subsection, be treated for the purposes of the Standing Orders of either House of Parliament as a hybrid instrument, it is to proceed in that House as if it were not a hybrid instrument.
The Secretary of State must, as soon as possible and no later than 12 months after the passing of this Act, make regulations under section 78 of the Equality Act 2010 (gender pay gap information) for the purpose of requiring the publication of information showing whether there are differences in the pay of males and females.
The Secretary of State must consult such persons as the Secretary of State thinks appropriate on the details of such regulations prior to publication.
The Employment Rights Act 1996 is amended as follows.
In Part 4A (protected disclosures), after section 43F insert—
In section 236 (orders and regulations)—
in subsection (3), before “43K(4)” insert “ 43FA (but see subsection (3A)), ”;
after subsection (3) insert—
The Employment Rights Act 1996 is amended as follows.
After section 49A insert—
In section 230(6) (interpretation of references to employees, workers etc) for “and 47B(3)” substitute “ , 47B(3) and 49B(10) ”.
In section 236(3) (orders and regulations subject to affirmative procedure) after “47C,” insert “ 49B, ”.
The Employment Tribunals Act 1996 is amended as provided in subsections (2) to (6).
After section 37ZC insert—
In section 12A (financial penalties), after subsection (12) insert—
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
In section 41 (orders, regulations and rules), in subsection (2)— and in subsection (3)(b) for “regulations” substitute “ any other regulations ”.
after “38(4),” omit “and”;
after “40,” insert “ and no regulations are to be made under section 37N, 37O or 37Q(5), ”;
for “or order” substitute “ , order or regulations ”,
In section 42(1) (interpretation), after “In this Act” insert “ (except where otherwise expressly provided) ”.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
The amendments made by this section have effect only in relation to relevant sums where—
in the case of a financial award, the decision of the employment tribunal on the claim to which the financial award relates is made on or after the day on which this section comes into force;
in the case of a settlement sum, the certificate under section 19A(1) of the Employment Tribunals Act 1996 in respect of the settlement under whose terms it is payable is issued on or after that day.
The Employment Tribunals Act 1996 is amended as follows.
In section 7 (employment tribunal procedure regulations), after subsection (3ZA) insert—
In section 13 (costs and expenses), after subsection (2) insert—
In section 13A (payments in respect of preparation time), after subsection (2) insert—
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Section 19A of the National Minimum Wage Act 1998 (notices of underpayment: financial penalty) is amended as follows.
In subsection (4), for the words following “to be” substitute “the total of the amounts for all workers to whom the notice relates calculated in accordance with subsections (5) to (5B).”
For subsection (5) substitute—
Omit subsection (7).
In subsection (8)—
in paragraph (a), for “(4)” substitute “(5A)”;
in paragraph (b), for “(6) or (7)” substitute “(5B) or (6)”.
The amendments made by this section have effect in relation to notices of underpayment which relate only to pay reference periods commencing on or after the day on which this section comes into force.
The Employment Rights Act 1996 is amended as follows.
After section 27 insert—
In section 236(3) (orders and regulations subject to affirmative procedure), after “made under section” insert “ 27B, ”.
Regulations may make provision requiring the repayment of some or all of any qualifying exit payment in qualifying circumstances (see section 155).
The regulations may make such other provision in connection with the repayment mentioned in subsection (1) as the person making the regulations thinks fit.
A qualifying exit payment is a payment of a prescribed description—
made to an employee of a prescribed public sector authority in consequence of the employee leaving employment, or
made to a holder of a prescribed public sector office in consequence of the office holder leaving office.
The descriptions of payment which may be prescribed by virtue of subsection (3) include—
any payment on account of dismissal by reason of redundancy (read in accordance with section 139 of the Employment Rights Act 1996),
any payment on voluntary exit,
any payment to reduce or eliminate an actuarial reduction to a pension on early retirement or in respect of the cost to a pension scheme of such a reduction not being made ,
any severance payment or other ex gratia payment,
any payment in respect of an outstanding entitlement (such as to annual leave or an allowance),
any payment of compensation under the terms of a contract,
any payment in lieu of notice, and
any payment in the form of shares or share options.
If more than one qualifying exit payment is payable to an employee or office holder the provision made in the exit payments regulations is to apply in relation to the aggregated payments.
For the purposes of this section and sections 155 and 157— an “exit payee” is an employee or office holder to whom any qualifying exit payment is payable, the “exit payments regulations” are regulations under subsection (1), a “responsible authority” means an authority by which any qualifying exit payments are payable, and “prescribed” means prescribed by the exit payments regulations.
a person nominated by the landlord or by a person who is group undertaking in relation to the landlord;
The Childcare Act 2006 is amended in accordance with paragraphs 2 to 19.
This paragraph applies in relation to a share warrant of a company which has not been surrendered by the bearer for cancellation before the end of the period of 7 months beginning with the commencement date. Any transfer of, or agreement to transfer, the share warrant made after the end of that period is void. With effect from the end of that period, all rights which are attached to the shares specified in the warrant are suspended (including any voting rights and any right to receive a dividend or other distribution). The company must pay into a separate bank account that complies with sub-paragraph (5) any dividend or other distribution which the bearer of the share warrant would, but for the suspension, have been entitled to receive. A bank account complies with this sub-paragraph if the balance of the account— If the share warrant is subsequently surrendered in accordance with this Schedule— The “suspension period amount”, in relation to a share warrant, is—
The court must make a cancellation order in respect of a share warrant if, on an application under paragraph 5, it is satisfied that— If, on such an application, the court is not so satisfied, it must instead make a suspended cancellation order in respect of the share warrant. A “suspended cancellation order” is an order— A notice required to be given by a suspended cancellation order must— Where a share warrant is cancelled by an order under this paragraph, the company concerned must, as soon as reasonably practicable— In this Schedule “the cancellation date”, in relation to a share warrant, means the day its cancellation by a cancellation order or suspended cancellation order takes effect.
Where a share warrant is cancelled by a cancellation order or suspended cancellation order, the company concerned must, before the end of the period of 14 days beginning with the cancellation date, make a payment into court of an amount equal to— If a company fails to comply with sub-paragraph (1) an offence is committed by every officer of the company who is in default.
Sections 1103, 1104 and 1107 of the Companies Act 2006 (language requirements) apply to all documents required to be delivered to the registrar under this Part of this Schedule.
In section 34 (requirement to register: other early years providers)—
in subsection (1), omit “in respect of the premises”;
in subsection (1A)(a) and (b), omit “in respect of the premises”.
A person who, at the end of the period of 7 months beginning with the commencement date, was the bearer of a share warrant which has been cancelled by a cancellation order or a suspended cancellation order may apply to the court for the sum paid into court under paragraph 9(1) in respect of the shares specified in the warrant to be paid to that person. Such an application may only be made during the period— The court may grant an application under sub-paragraph (1) only if it is satisfied that there are exceptional circumstances justifying the failure of the bearer of the share warrant to exercise the right of surrender—
In section 36 (applications for registration: other early years providers)—
in subsection (1), omit “on any premises” and “in respect of the premises”;
in subsection (1A), omit “on any premises”;
in subsection (1A)(a) and (b), omit “in respect of the premises”.
This paragraph applies in relation to a company in respect of which a cancellation order or suspended cancellation order has been made if any of the following is appointed in relation to the company after the cancellation date— and that person is referred to in this paragraph as the “office-holder”. The office-holder may apply to the court for the sum paid into court under paragraph 9(1)(a) to be paid to the office-holder by way of a contribution to the company’s assets. Such an application may only be made during the period—
In section 37 (entry on the register and certificates), in subsection (2)(a) omit “, in respect of the premises in question”.
Anything left of a sum paid into court under paragraph 9(1) immediately after the end of the period mentioned in paragraph 11(3) must be paid into the Consolidated Fund. Sub-paragraph (1) does not apply to any amount in respect of which an application under paragraph 10(1) or 11(2) has been made but not yet determined before the end of that period unless and until the application is dismissed and either—
In section 37A (early years childminder agencies: registers and certificates), in subsection (2)(a) omit “, in respect of the premises in question”.
In section 53 (requirement to register: other later years providers)—
in subsection (1), omit “in respect of the premises”;
in subsection (1A), in paragraphs (a) and (b) omit “in respect of the premises”.
In section 55 (applications for registration: other later years providers)—
in subsection (1), omit “on any premises” and “in respect of the premises”;
in subsection (1A), omit “on any premises”;
in subsection (1A)(a) and (b), omit “in respect of the premises”.
In section 56 (entry on the register and certificates), in subsection (2)(a) omit “, in respect of the premises in question”.
In section 56A (later years childminder agencies: registers and certificates), in subsection (2)(a) omit “, in respect of the premises in question”.
In section 57 (special procedure for providers registered in the early years register), in subsection (2) omit “in respect of particular premises”, “on the same premises” and “, in respect of the premises”.
In section 57A (special procedure for providers registered with early years childminder agencies)—
in subsection (3), omit “in respect of particular premises”;
in subsection (4), omit “on the same premises” and “, in respect of the premises”.
In section 63 (applications for registration on the general register: other childcare providers), in subsection (1), omit “in respect of the premises”.
In section 64 (entry on the register and certificates), in subsection (2), omit “, in respect of the premises in question”.
In section 65 (special procedure for persons already registered in a childcare register), in subsection (2) omit “in respect of particular premises”, “in respect of the same premises” and “, in respect of the premises”.
In section 65A (procedure for persons already registered with a childminder agency)—
in subsection (3), omit “in respect of particular premises” and “the provision on the same premises of”;
in subsection (4), omit “, in respect of the premises”.
In section 69 (suspension of registration in a childcare register: early years and later years providers)—
after subsection (1) insert—;
in subsection (3), for the words after “childminder” substitute— ;
in subsection (4), for the words after “childminder” substitute— ;
in subsection (6), for the words after “childminder” substitute— ;
in subsection (7), for the words after “childminder” substitute—
After section 85 (offence of making false or misleading statement) insert—
Omit section 94 (power to amend Part 3: applications in respect of multiple premises).
Omit section 105(3)(c) (procedure for an order under section 94) and the “or” immediately preceding it.
In this section a reference to a payment made to a person includes a reference to a payment made in respect of that person to another person.
Regulations may make provision to secure that the total amount of exit payments made to a person in respect of a relevant public sector exit does not exceed £95,000.
Where provision is made under subsection (1) it must also secure that if, in any period of 28 consecutive days, two or more relevant public sector exits occur in respect of the same person, the total amount of exit payments made to the person in respect of those exits does not exceed the amount provided for in subsection (1).
An exit payment is in respect of a relevant public sector exit if it is made—
to an employee of a prescribed public sector authority in consequence of the employee leaving employment, or
to a holder of a prescribed public sector office in consequence of the office-holder leaving office.
An exit payment is a payment of a prescribed description.
The descriptions of payment which may be prescribed include—
any payment on account of dismissal by reason of redundancy (read in accordance with section 139 of the Employment Rights Act 1996);
any payment on voluntary exit;
any payment to reduce or eliminate an actuarial reduction to a pension on early retirement or in respect of the cost to a pension scheme of such a reduction not being made;
any severance payment or other ex gratia payment;
any payment in respect of an outstanding entitlement;
any payment of compensation under the terms of a contract;
any payment in lieu of notice;
any payment in the form of shares or share options.
In this section a reference to a payment made to a person includes a reference to a payment made in respect of that person to another person.
For the purposes of subsection (2), a public sector exit occurs when the person leaves the employment or office in question (regardless of when any exit payment is made).
Regulations may include—
provision which exempts from any provision made under subsection (1) exit payments, or exit payments of a prescribed description, made in prescribed circumstances;
provision which, in consequence of provision made under subsection (1), amends a relevant public sector scheme so as to make any duty or power under the scheme to make exit payments subject to any restriction imposed by regulations under subsection (1) (taking account of any relaxation of such a restriction which may be made under section 153C);
provision which makes an amendment of any provision made by or under an enactment (whenever passed or made) which is necessary or expedient in consequence of any provision made by or under this section.
Regulations may substitute a different amount for the amount for the time being specified in subsection (1).
Nothing in this section applies in relation to payments made by authorities who wholly or mainly exercise functions which could be conferred by provision included in an Act of the Northern Ireland Assembly made without the consent of the Secretary of State (see sections 6 to 8 of the Northern Ireland Act 1998).
In this section—
For the purposes of section 154(1) circumstances are qualifying circumstances if—
an exit payee becomes—
an employee or a contractor of a prescribed public sector authority, or
a holder of a prescribed public sector office,
less than one year has elapsed between the exit payee leaving the employment or office in respect of which a qualifying exit payment is payable and the event mentioned in paragraph (a), and
any other prescribed conditions are met.
The exit payment regulations may, in particular, make provision—
exempting an exit payee from the requirement to repay in the prescribed circumstances;
exempting some or all of a qualifying exit payment from that requirement in the prescribed circumstances;
for the amount required to be repaid to be tapered according to the time which has elapsed between an exit payee leaving employment or office and the event mentioned in subsection (1)(a);
imposing duties, in connection with a qualifying exit payment, on—
an exit payee,
a responsible authority, and
a subsequent authority;
as to the arrangements required to be made by an exit payee to repay to a responsible authority the amount of a qualifying exit payment required to be repaid;
for preventing an exit payee from becoming an employee or a contractor, or a holder of a public sector office, as mentioned in subsection (1)(a) until the arrangements required by virtue of paragraph (e) have been made;
as to the consequences of an exit payee failing to repay the amount required to be repaid (including the dismissal of the exit payee).
In subsection (2)(d)(iii) a “subsequent authority” means—
in relation to an exit payee who becomes an employee or a contractor, a public sector authority of which the exit payee becomes an employee or a contractor, or
in relation to an exit payee who becomes a holder of a public sector office, an authority which is responsible for the appointment.
For the purposes of this section an exit payee becomes a contractor of a public sector authority if the exit payee provides services to the authority under a contract for services.
Subject to subsection (2), the power to make regulations under section 153A is exercisable—
by the Scottish Ministers, in relation to payments made by a relevant Scottish authority;
by the Welsh Ministers, in relation to relevant Welsh exit payments;
by the Treasury, in relation to any other payments.
Where the relevant Scottish authority is the Scottish Administration (or a part of it) the power to make regulations under section 153A is exercisable by the Treasury (instead of the Scottish Ministers)—
in relation to payments made to the holders of offices in the Scottish Administration which are not ministerial offices (read in accordance with section 126(8) of the Scotland Act 1998), and
in relation to payments made to members of the staff of the Scottish Administration (read in accordance with section 126(7)(b) of that Act).
The power to make provision of the kind mentioned in section 153A(8)(b) (power to amend public sector schemes), so far as exercisable by the Treasury, is also exercisable concurrently by any other Minister of the Crown (within the meaning of the Ministers of the Crown Act 1975) with the consent of the Treasury.
Regulations under section 153A—
if made by the Treasury, are subject to the affirmative resolution procedure;
if made by the Scottish Ministers, are subject to the affirmative procedure;
if made by the Welsh Ministers, may not be made unless a draft of the statutory instrument containing them has been laid before, and approved by a resolution of, the National Assembly for Wales.
In this section “relevant Scottish authority” means—
the Scottish Parliamentary Corporate Body, or
any authority which wholly or mainly exercises functions within devolved competence (within the meaning of section 54 of the Scotland Act 1998).
In this section “relevant Welsh exit payments” means exit payments made to holders of the following offices—
member of the National Assembly for Wales;
the First Minister for Wales;
Welsh Minister appointed under section 48 of the Government of Wales Act 2006;
Counsel General to the Welsh Government;
Deputy Welsh Minister;
member of a county council or a county borough council in Wales;
member of a National Park Authority in Wales;
member of a Fire and Rescue Authority in Wales.
The power to make regulations under section 154(1) is exercisable— (but this subsection is subject to subsection (2)).
by the Scottish Ministers in relation to payments made by a relevant Scottish authority;
by the Treasury in relation to any other payments,
Where the relevant Scottish authority is the Scottish Administration the power to make regulations under section 154(1) is exercisable by the Treasury (instead of the Scottish Ministers) in relation to payments made to—
the holders of offices in the Scottish Administration which are not ministerial offices (read in accordance with section 126(8) of the Scotland Act 1998), and
the members of the staff of the Scottish Administration (read in accordance with section 126(7)(b) of that Act).
In this section “relevant Scottish authority” means—
the Scottish Parliamentary Corporate Body, or
any authority which wholly or mainly exercises functions which would be within devolved competence (within the meaning of section 54 of the Scotland Act 1998).
The first regulations made by the Treasury under section 154(1) are subject to the affirmative resolution procedure.
if made by the Treasury, are subject to affirmative resolution procedure;
if made by the Scottish Ministers, are subject to the affirmative procedure.
Any other regulations under section 154(1)—
if made by the Treasury, are subject to negative resolution procedure;
if made by the Scottish Ministers, are subject to the negative procedure.
The first regulations made by the Scottish Ministers under section 154(1) are subject to the affirmative procedure.
A Minister of the Crown may relax any restriction imposed by regulations made by the Treasury under section 153A.
The Scottish Ministers may relax any restriction imposed by regulations made by the Scottish Ministers under section 153A.
The Welsh Ministers may relax any restriction imposed by regulations made by the Welsh Ministers under section 153A.
A requirement may be relaxed—
in respect of a particular employee or office-holder or a description of employees or office-holders;
in relation to the whole or any part of an exit payment, or a description of exit payments.
Regulations under section 153A made by the Treasury may—
make provision for the power under subsection (1) to be exercisable on behalf of a Minister of the Crown by a person specified in the regulations;
except in relation to exit payments made by a devolved Welsh authority, make provision for a requirement to be relaxed only—
with the consent of the Treasury, or
following compliance with any directions given by the Treasury;
make provision as to the publication of information about any relaxation of a requirement granted.
Regulations under section 153A made by the Scottish Ministers may—
make provision for the power under subsection (2) to be exercisable on behalf of the Scottish Ministers by a person specified in the regulations;
where provision is made by virtue of paragraph (a), make provision for a requirement to be relaxed only—
with the consent of the Scottish Ministers, or
following compliance with any directions given by the Scottish Ministers;
make provision as to the publication of information about any relaxation of a requirement granted.
Regulations under section 153A made by the Welsh Ministers may—
make provision for the power under subsection (3) to be exercisable on behalf of the Welsh Ministers by a person specified in the regulations;
where provision is made by virtue of paragraph (a), make provision for a requirement to be relaxed only—
with the consent of the Welsh Ministers, or
following compliance with any directions given by the Welsh Ministers;
make provision as to the publication of information about any relaxation of a requirement granted.
Regulations made by the Treasury under section 153A(1)—
must, if they make provision in relation to exit payments made by a devolved Welsh authority, provide for the power conferred on a Minister of the Crown by subsection (1) to be exercised instead by the Welsh Ministers in relation to those exit payments;
may provide for the power conferred on a Minister of the Crown by subsection (1) to be exercised instead by the Welsh Ministers in relation to exit payments made by any other authority who is not a devolved Welsh authority but who wholly or mainly exercises functions in relation to Wales (but this does not limit the provision that may be made under subsection (5)(a)).
In this section—
The Secretary of State may waive the whole or any part of any repayment required by regulations made by the Treasury under section 154(1).
The Scottish Ministers may waive the whole or any part of any repayment required by regulations made by the Scottish Ministers under section 154(1).
A waiver may be given in respect of—
a particular exit payee, or
a description of exit payees.
The exit payments regulations made by the Treasury may—
make provision for the power under subsection (1) to be exercisable on behalf of the Secretary of State by a prescribed person,
make provision for a waiver to be given only—
with the consent of the Treasury, or
following compliance with any directions given by the Treasury, and
make provision as to the publication of information about any waivers given.
The exit payments regulations made by the Scottish Ministers may—
make provision for the power under subsection (2) to be exercisable on behalf of the Scottish Ministers by a prescribed person,
make provision for a waiver to be given only— (where provision is made by virtue of paragraph (a)), and
with the consent of the Scottish Ministers, or
following compliance with any directions given by the Scottish Ministers,
make provision as to the publication of information about any waivers given.
The exit payments regulations made by the Treasury may make provision for the power conferred on the Secretary of State by subsection (1) to be exercised instead—
by the Department of Finance and Personnel in Northern Ireland, in relation to qualifying exit payments made by responsible authorities who wholly or mainly exercise functions which could be conferred by provision included in an Act of the Northern Ireland Assembly made without the consent of the Secretary of State (see sections 6 to 8 of the Northern Ireland Act 1998);
by the Welsh Ministers, in relation to qualifying exit payments made by responsible authorities who are devolved Welsh authorities within the meaning given by section 157A of the Government of Wales Act 2006.
This section applies to an entitlement to concessionary coal or payments in lieu of concessionary coal—
arising in connection with employment by a company which on 1 January 2014 was carrying on the business of deep coal-mining in the United Kingdom, and
which is not being met otherwise than by virtue of this section.
The Secretary of State may, out of money provided by Parliament, make such payments as the Secretary of State considers appropriate for the purpose of securing that an entitlement to which this section applies is met.
Payments under this section may be made only with the consent of the Treasury.
“Concessionary coal” means coal or other solid fuel supplied free of charge or at reduced prices.
A Minister of the Crown may by regulations make such provision as the Minister considers appropriate in consequence of this Act (other than sections 35 and 36 as they apply in Wales).
The power conferred by subsection (1) includes power—
to make transitional, transitory or saving provision;
to amend, repeal, revoke or otherwise modify any provision made by or under an enactment (including an enactment contained in this Act and any enactment passed or made in the same Session as this Act).
Subject to subsection (4)(b), regulations under subsection (1) which amend, repeal or revoke any provision of primary legislation are subject to affirmative resolution procedure.
Regulations under subsection (1) which— are subject to negative resolution procedure.
do not amend, repeal or revoke any provision of primary legislation, or
amend, repeal or revoke any provision of primary legislation only in connection with there ceasing to be any share warrants (see section 84),
The Welsh Ministers may by regulations make such provision as they consider appropriate in consequence of section 35 or 36 as it applies in Wales.
The power conferred by subsection (5) includes power—
to make transitional, transitory or saving provision;
to amend, repeal, revoke or otherwise modify any provision made by or under any Act (including this Act and any Act passed in the same Session as this Act) or any Measure or Act of the National Assembly for Wales.
A statutory instrument containing regulations under subsection (5) which amend or repeal an Act or a Measure or Act of the National Assembly for Wales may not be made unless a draft of the instrument has been laid before, and approved by a resolution of, the National Assembly for Wales.
A statutory instrument containing regulations under subsection (5), other than a statutory instrument within subsection (7), is subject to annulment in pursuance of a resolution of the National Assembly for Wales.
In this Part—
A Minister of the Crown may by regulations make such transitional, transitory or saving provision as the Minister considers appropriate in connection with the coming into force of this Act (other than sections 35 and 36 as they apply in Wales).
The Welsh Ministers may by regulations make such transitional, transitory or saving provision as they consider appropriate in connection with the coming into force of section 35 or 36 as it applies in Wales.
Regulations under this Act, other than regulations made by the Scottish Ministers under section 1 , 153A or 154(1), are to be made by statutory instrument.
Regulations under this Act may make—
different provision for different purposes or cases;
different provision for different areas;
provision generally or for specific cases;
provision subject to exceptions;
incidental, supplementary, consequential, transitional or transitory provision or savings.
Where regulations under this Act are subject to “negative resolution procedure” the statutory instrument containing the regulations is subject to annulment in pursuance of a resolution of either House of Parliament.
Where regulations under this Act are subject to “affirmative resolution procedure” the regulations may not be made unless a draft of the statutory instrument containing them has been laid before Parliament and approved by a resolution of each House of Parliament.
Any provision that may be included in an instrument under this Act for which no Parliamentary procedure is prescribed may be made by regulations subject to negative or affirmative resolution procedure.
Any provision that may be included in an instrument under this Act subject to negative resolution procedure may be made by regulations subject to affirmative resolution procedure.
There is to be paid out of money provided by Parliament—
any expenditure incurred under or by virtue of this Act by a Minister of the Crown, and
any increase attributable to this Act in the sums payable under any other Act out of money so provided.
Subject to subsections (2) to (4), this Act extends to England and Wales, Scotland and Northern Ireland.
Any amendment, repeal or revocation made by this Act has the same extent as the enactment amended, repealed or revoked, except the amendments made by sections 113 and 114, which extend as mentioned in subsection (1).
Part 4 extends to England and Wales only.
In Part 10, sections 144 to 146 and Schedule 11 extend to England and Wales and Scotland only.
The provisions of this Act come into force on such day as a Minister of the Crown may by regulations appoint, subject to subsections (2) to (5).
The following provisions of this Act come into force on the day this Act is passed—
in Part 1, sections 4 to 7 (regulations about financial information on small and medium sized businesses);
in Part 3, section 39 (regulations about procurement);
in Part 5, section 74 (funding for free of charge early years provision);
in Part 11, section 151 (employment tribunal procedure regulations: postponements);
this Part.
The following provisions of this Act come into force at the end of the period of two months beginning with the day on which this Act is passed—
in Part 1—
sections 1 and 2 (power to invalidate certain restrictive terms of business contracts),
section 3 (companies: duty to publish report on payment practices),
sections 8 and 9 (VAT registration information),
sections 10 to 12 (exports), and
section 14 (powers of the Payment Systems Regulator);
in Part 2—
sections 15 and 16 (streamlined company registration),
sections 21 to 27 (business impact target), and
section 37 (CMA to publish recommendations on proposals for Westminster legislation);
in Part 3, section 40 (investigation of procurement functions);
in Part 4—
sections 42 to 44 (the Pubs Code), and
sections 68 to 73 (Part 4: supplementary);
in Part 5, section 75 (exemption from requirement to register as early years provider);
Part 6;
in Part 7—
section 83 (amendment of section 813 of the Companies Act 2006),
sections 84 to 86 and Schedule 4 (abolition of share warrants to bearer), and
sections 89 to 91 (shadow directors);
in Part 8—
section 95 (recording of optional information on register),
section 99 (address of company registered office);
in Part 10—
sections 120 and 121 (removing requirements to seek sanction),
sections 127 to 130 (administration),
sections 131 and 132 (small debts),
sections 134 and 135 (voluntary arrangements), and
section 136 (voluntary winding-up: progress reports);
in Part 11, section 158 (concessionary coal).
Section 13 (electronic paying in of cheques etc) comes into force—
on the day this Act is passed, for the purpose of enabling the making of regulations under Part 4A of the Bills of Exchange Act 1882 (as inserted by section 13);
on 31 July 2016, for all other purposes.
Sections 35 and 36 as they apply in Wales come into force on such day as the Welsh Ministers may by regulations appoint.
Before making regulations under subsection (1) in relation to section 112 and Schedule 8, the Secretary of State must consult the Department of Enterprise, Trade and Investment in Northern Ireland.
This Act may be cited as the Small Business, Enterprise and Employment Act 2015.