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Companies Act 2006 (Consequential Amendments etc.) Order 2008

rose to move, That the Grand Committee do report to the House that it has considered the Companies Act 2006 (Consequential Amendments etc.) Order 2008. The noble Baroness said: I shall speak also to the Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2008. The orders are being made under Sections 1292, 1294 and 1296 of the Companies Act 2006. They make amendments to other legislation consequential upon provisions of the Companies Act 2006. The Act is being implemented in phases, and the draft orders relate to provisions being commenced on 6 April 2008 or 1 October 2008. There is also a small number of amendments relating to provisions which were commenced earlier. The Companies Act 2006 (Consequential Amendments etc.) Order 2008 makes consequential changes to many different pieces of legislation and can be categorised in four broad areas: first, consequential amendments to existing company law; for example, the remaining parts of the Companies Act 1985 and the Companies (Audit, Investigation and Community Enterprise) Act 2004. Secondly, amendments to insolvency legislation are required because the 2006 Act removes the link between the Companies Act 1985 and the Insolvency Act 1986. We have inserted provisions which were previously in companies legislation into insolvency legislation. Additional changes have been made to ensure that the two areas of legislation work effectively together. The third main area is statutory audit. Around 50 Acts provide for audits of certain non-company accounts by auditors who must be eligible for appointment under Part II of the Companies Act 1989. The order amends these requirements so that they refer to Part 42 of the Companies Act 2006. Some of the requirements are in Acts of Parliament affecting entities such as building societies and other mutuals, which must now be audited in accordance with the new EU audit directive. Finally, the order makes consequential amendments to around 100 other pieces of primary legislation—for example, the Harbours Act 1964—which refer to or include concepts from the Companies Act 1985 or the Companies Act 1989. The second order amends legislation for which HMRC is responsible and which uses Companies Act references, definitions and concepts. It makes sense to debate the orders together as both make amendments consequential upon the implementation of the Companies Act 2006. The orders make two types of consequential amendment. The first relates to references and definitions in other Acts which are changed by the 2006 Act. They are purely mechanical amendments; for example, a reference to the ““Companies Act 1985”” is simply changed to the ““Companies Act 2006””. The second type of amendment relates to a change in substance of company law; for example, there is no longer a requirement for private companies to hold an annual general meeting or to appoint a company secretary. Where Acts refer to a company secretary or annual general meeting, it is necessary to remove or amend those references. The fifth commencement order for the Companies Act 2006 was a negative instrument and therefore not debated. Two of the previous four commencement orders under the Act have been affirmative and therefore had their own debates. To allow debate on the fifth commencement order, the then Minister for Competitiveness, Stephen Timms, offered to the shadow Solicitor-General that today’s debate could be used also to pick up points relating to the fifth commencement order. I commend the orders to the Committee. I beg to move. Moved, That the Grand Committee do report to the House that it has considered the Companies Act 2006 (Consequential Amendments etc.) Order 2008. 12th Report from the Joint Committee on Statutory Instruments.—(Baroness Vadera.)