Companies House

 
 

Companies Act 2006 Transitional Provisions

The table below sets out the transitional provisions of the Companies Act 2006 for the most commonly filed types of forms and documents at Companies House, the Act comes fully into force on 1 October 2009.  Further information on transitional provisions can be found in The Companies Act 2006 (Commencement Order No8 Transitional Provisions and Savings) Order 2008 (SI no. 2008/2860 C.126).

2006 Act forms apply to the United Kingdom i.e. England, Wales, Scotland and Northern Ireland.  For 1985 Act filings the Companies Act 1985 and Northern Ireland Order 1986 apply.

* These transitional provisions will apply to Limited Liability Partnerships but with the equivalent Limited Liability Partnership forms.

Form or Document to be filed 1985 Act 2006 Act
*Application for Incorporation
Further information about the Memorandum of Association and Articles of Association is covered at the end of this table.
If your application is received on or before 30 September 09 you must use Form 10 and 12. If your application is received on or after 1 October 09 you must use Form IN01.
Any forms IN01 received prior to this date will be rejected.
*Director and secretary If the date of the appointment, termination of appointment or change of details is on or before 30 September 09 you must use the appropriate Form 288a, 288b or 288c. If the date of the appointment, termination of appointment or change of details is on or after 1 October 09 you must use the appropriate Form AP01, AP02, AP03, AP04, TM01,TM02, CH01,CH02,CH03 or CH04.
*Annual Return If the made up date is on or before 30 September 09 you must use Form 363a. If made up date is on or after 1 October 09 you must use Form AR01.
Annual returns with a made up date on or after 1 October 09 which are received without a fee will be rejected.
*Change of Registered Office Address If the form is signed on or before 30 September 09 you must use Form 287. If the form is signed on or after 1 October 09 you must use Form AD01.
*Change of Accounting Reference Date If the form is signed on or before 30 September 09 you must use Form 225. If the form signed on or after 1 October 09 you must use Form AA01.
Allotment of Shares If the allotment date is on or before 30 September 09 you must use Form 88(2). If the allotment date is on or after 1 October 09 you must use Form SH01.
*Request for Dissolution If the form is received on or before 30 September 09 you must use Form 652a. If the form is received on or after 1 October 09 you must use Form DS01.
*Withdrawal of a dissolution request If the form is received on or before 30 September 09 you must use Form 652c. If the form is received on or after 1 October 09 you must use Form DS02.
Re Registration If your application is received on or before 30th September 09 you must use the appropriate 85 Act forms. If your application is received on or after 1st October 2009 you must use the appropriate 06 Act form.
*Mortgage – Registration of a Charge If the date of creation of the charge is on or before 30 September 09 you must use Form 395. If the date of creation is on or after 1 October 09 you must use Form MG01.
*Mortgage –Registration of a Charge in a Series of Debentures If the first debenture in the series is executed on or before 30 September 09 you must Form 397. If the first debenture in the series is executed on or after 1 October 09 you must use Form MG07.
*Mortgage- Registration of a Charge subject to which property is acquired If the property is acquired on or before 30 September 09 you must use Form 400. If the property is acquired on or after 1 October 09 you must use Form MG06.
*Mortgage- Satisfaction of a Charge If the form is received on or before 30 September 09 you must use Form 403a. If the form is received on or after 1 October 09 you must use Form MG02.
*Scottish Mortgage- Registration of a Charge If the date of creation of the charge is on or before 30 September 09 you must use Form 410. If the date of creation is on or after 1 October 09 you must use Form MG01s.
*Scottish Mortgage- Registration of a Charge in a series of debentures If the first debenture in the series is executed on or before 30 September 09 you must use Form 413. If the first debenture in the series is executed on or after 1 October 09 you must use Form MG07s.
*Scottish Mortgage- Registration of a Charge subject to which property is acquired. If the property is acquired on or before 30 September 09 you must use Form 416. If the property is acquired on or after 1 October 09 you must use Form MG06s.
*Scottish Mortgage- Satisfaction of a Charge If the form is received on or before 30 September 09 you must use Form 419a. If the form is received on or after 1 October 09 you must use Form MG02s or MG03s.
Form MG02s should be used for the satisfaction of a fixed charge, the Form MG03s relates to the satisfaction of a floating charge.
*Confidentiality Orders
Current Confidentiality Order holder who have a order in force immediately before 30th September 2009 will become a “section 243 beneficiary” under the 06 Act on 1 October 2009
If your application for a confidentiality order is received on or before 30 September 09 you must use Form 723B. If your application is received on or after 1 October 09 then your application will be under section 243.  The appropriate form is available on request from our contact centre.
*Register of members or register of debenture holders If the form is received on or before 30 September 09 you must use Form 353 or 190. This requirement will be repealed on 1 October 09 and all registers will be deemed to have returned to the registered office.
*Alternative inspection location of company records and resolutions This is a new requirement if your company records are not kept available for inspection at the company’s registered office. You must file the Form AD02 on or after 1 October 09.
*Location of company records and resolutions This is a new requirement if your company records are not kept available for inspection at the company’s registered office. You must file Form AD03 or AD04 on or after 1 October 09.
Meetings/Resolutions Provisions of the 06 Act on meetings and resolutions were implemented on 1 October 07.
Elective resolutions have been repealed.  We will register them as special resolution if received on or before 30 September 09.
Elective resolutions filed on or after 1 October 09 will be rejected.
*Company Names Change of Name applications received on or before 30 September 09 consist of a resolution and the fee. Change of Name applications received on or after 1 October 09 consist of a resolution, the fee and the appropriate notice (Forms NM01-NM05).
Memorandum If your application for incorporation is received on or before 30 September 09 you must use the ‘old-style’ 1985 Act Memorandum of Association.
A resolution passed on or before 30 September 09 amending the memorandum must be filed along with the updated memorandum.
If you application for incorporation is received on or after 1 October 09 you must use the ‘new-style’ 2006 Act Memorandum of Association.
From 1 October 09 the memorandum becomes a historical document & cannot be amended.
For existing companies the provisions of the ‘old-style’ memorandum that do not form part of the ‘new-style’ memorandum are automatically treated as provisions of the articles.
Articles If your application for incorporation is received on or before 30 September 09 you must use the ‘old-style’ 1985 Act articles.
A resolution passed on or before 30 September 09 amending the articles must be filed along with the updated articles.
If your application for incorporation is received on or after 1 October 09 you must use the ‘new-style’ 2006 Act articles.
For existing companies any articles filed following a resolution passed on or after 1 October 09 must include the provisions from the memorandum which are not included in the ‘new style’ memorandum (i.e. subscriber details).
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