{
  "url": "https://openlegislation.uk/companies-act-2006-commencement-no-5-transitional-provisions-and-savings-order-2007/note",
  "json_url": "https://openlegislation.uk/companies-act-2006-commencement-no-5-transitional-provisions-and-savings-order-2007/note.json",
  "legislation": "uksi/2007/3495",
  "legislation_title": "The Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007",
  "legislation_url": "https://openlegislation.uk/companies-act-2006-commencement-no-5-transitional-provisions-and-savings-order-2007",
  "path": "note",
  "kind": "note",
  "number": null,
  "heading": "Explanatory note",
  "text": "(This note is not part of the Order)\nThis is the fifth Commencement Order made under the Companies Act 2006 (c.46) (“the Act”). Part 47, and certain provisions in Parts 43, 44 and 46 of the Act came into force on the passing of the Act.\nArticle 3(1) brings into force on 6th April 2008 provisions about—\nexecution of documents;\nregister of members: removal of entries and time limit for claims;\ncompany secretaries (in part);\naccounts and reports (in part);\naudit (in part);\ntransferability of shares;\ndebentures;\nprivate and public companies;\ncertification and transfer of securities;\nexercise of right to inspect register of interests disclosed;\ndistributions;\narrangements and reconstructions;\nmergers and divisions of public companies;\nconsents required for certain prosecutions;\nmeaning of “undertaking” and related expressions;\nmeaning of “banking company” and “banking group”;\nmeaning of “insurance company” and related expressions;\ndormant companies;\nreferences to requirements of the Act;\nminor definitions: general (in part – the definitions of “credit institution” and “working day”);\nstatutory auditors;\npayment of expenses of winding up.\nArticle 3(2) brings into force on 6th April 2008 a provision about the registrar’s rules so far as necessary to enable rules to be made before they have to come into force and to enable the duty to publicise and make available copies of rules to apply.\nArticle 4 brings into force on 29th June 2008 provisions about the duties of registered third country auditors.\nArticle 5(1) brings into force on 1st October 2008 provisions about—\nobjections to company names;\ntrading disclosures;\nappointment of directors (in part);\ngeneral duties of directors (in part);\nduty of directors to declare interest in existing transaction or arrangement;\npower of court to grant relief in certain cases;\ninformation as to exercise of voting rights by institutional investors.\nArticle 5(2) brings into force on 1st October 2008 the repeal of provisions in the Companies Act 1985 about the provision of financial assistance for the acquisition of shares so far as they apply to the acquisition of shares in private companies.\nArticles 3(3), 3(4) and 5(3) bring into force other provisions, but only so far as necessary for the purposes of the provisions mentioned above.\nArticles 3(5) and 5(4) bring the extension of the Act to Northern Ireland into force so far as necessary for the purposes of the provisions mentioned above.\nArticle 6 and Schedule 1 make transitional adaptations of the provisions being brought into force as explained above. These adaptations are needed because not all of the Act is yet in force: their principal effect is to replace references to other provisions of the Act not yet in force with references to corresponding provisions of the Companies Act 1985 and the Companies (Northern Ireland) Order 1986 (“the old law”) not yet repealed.\nArticle 7 provides that if a provision being brought into force as explained above uses an expression defined in the old law, that definition applies until it is repealed and replaced by the corresponding definition in the Act.\nArticle 8 and Schedules 2 and 3 bring some of the repeals in the Act into force.\nArticle 9 and Schedule 4 make transitional provisions and savings, largely to deal with things which straddle a commencement date.\nArticle 10 revokes transitional adaptations in earlier commencement orders which have been overtaken by commencement of the provisions being brought into force as explained above.\nArticle 11 and Schedule 5 contain amendments of earlier commencement orders.\nArticle 12(1) keeps the old law alive for limited liability partnerships.\nArticle 12(2) ensures that the operation of the continuity of law provision in section 1297 of the Act is not affected by the earlier provisions of this Order.",
  "extent": "E+W+S+N.I.",
  "status": null,
  "version": "current",
  "annotations": [],
  "outstanding_effects": [],
  "provenance": {
    "source": "legislation.gov.uk",
    "source_url": "https://www.legislation.gov.uk/uksi/2007/3495/note",
    "retrieved_at": "2026-10-29T03:39:26.398796+00:00"
  },
  "licence": "Open Government Licence v3.0",
  "licence_url": "https://www.nationalarchives.gov.uk/doc/open-government-licence/version/3/",
  "attribution": "Contains public sector information licensed under the Open Government Licence v3.0. Source: legislation.gov.uk, The National Archives."
}