Corporate Insolvency and Governance Act 2020

crossheading(moratorium)

Moratorium

s.1

Moratoriums in Great Britain

s.1(1)

In the Insolvency Act 1986, before Part 1 (but within the First Group of Parts) insert—

s.1(2)

Schedule 1 inserts into the Insolvency Act 1986 a new Schedule ZA1 (eligible companies).

s.1(3)

Schedule 2 inserts into the Insolvency Act 1986 a new Schedule ZA2 (contracts involving financial services).

s.2

Moratoriums in Great Britain: further amendments and transition

s.2(1)

Schedule 3 contains consequential and other amendments to do with moratoriums under new Part A1 of the Insolvency Act 1986.

s.2(2)

Nothing in this Act affects the operation of the Insolvency Act 1986, or any other enactment, in relation to a moratorium under Schedule A1 to that Act which comes into force before the repeal of that Schedule by Schedule 3 to this Act.

s.2(3)

Subsection (2) is without prejudice to the operation of section 16 of the Interpretation Act 1978 (general savings).

s.3

Moratoriums in Great Britain: temporary modifications

Schedule 4 makes temporary modifications to Part A1 of the Insolvency Act 1986 (moratorium) and other temporary provision in connection with that Part.

s.4

Moratoriums in Northern Ireland

s.4(1)

In the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)), immediately before Part 2 (and after the heading before Parts 2 to 7) insert—

s.4(2)

Schedule 5 inserts into the Insolvency (Northern Ireland) Order 1989 a new Schedule ZA1 (eligible companies).

s.4(3)

Schedule 6 inserts into the Insolvency (Northern Ireland) Order 1989 a new Schedule ZA2 (contracts involving financial services).

s.5

Moratoriums in Northern Ireland: further amendments and transition

s.5(1)

Schedule 7 contains consequential and other amendments to do with moratoriums under new Part 1A of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)).

s.5(2)

Nothing in this Act affects the operation of the Insolvency (Northern Ireland) Order 1989, or any other statutory provision, in relation to a moratorium under Schedule A1 to that Order which comes into force before the repeal of that Schedule by Schedule 7 to this Act.

s.5(3)

Subsection (2) is without prejudice to the operation of section 16 of the Interpretation Act 1978 (general savings).

s.5(4)

In this section “statutory provision” has the meaning given by section 1(f) of the Interpretation Act (Northern Ireland) 1954 (c. 33 (N.I.)).

s.6

Moratoriums in Northern Ireland: temporary modifications

Schedule 8 makes temporary modifications to Part 1A of the Insolvency (Northern Ireland) Order 1989 (moratorium) and other temporary provision in connection with that Part.

crossheading(arrangements)(and)(reconstructions)(for)(companies)(in)(financial)(difficulty)

Arrangements and reconstructions for companies in financial difficulty

s.7

Arrangements and reconstructions for companies in financial difficulty

Schedule 9 contains provision about arrangements and reconstructions for companies in financial difficulty.

crossheading(administration)(sales)(to)(connected)(persons)

Administration: sales to connected persons

s.8

Administration in Great Britain: sales to connected persons

s.8(1)

Paragraph 60A of Schedule B1 to the Insolvency Act 1986 (which expired in May 2020) is revived.

s.8(2)

For sub-paragraph (10) of that paragraph substitute—

s.9

Administration in Northern Ireland: sales to connected persons

s.9(1)

The Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) is amended as follows.

s.9(2)

Schedule B1 (administration) is amended in accordance with subsections (3) to (5).

s.9(3)

Paragraph 61 (powers of administrator) becomes sub-paragraph (1) of that paragraph.

s.9(4)

After that sub-paragraph insert—

s.9(5)

After paragraph 61 insert—

s.9(6)

In Article 2(2), in the definition of “regulations”, after the words “and paragraph 16 of Schedule A1” (which are repealed by paragraph 3(b) of Schedule 7 to this Act) insert “ and paragraph 61A of Schedule B1 ”.

crossheading(windingup)(petitions)

Winding-up petitions

s.10

Winding-up petitions: Great Britain

Schedule 10 contains temporary provision in relation to winding-up petitions in Great Britain.

s.11

Winding-up petitions: Northern Ireland

Schedule 11 contains temporary provision in relation to winding-up petitions in Northern Ireland.

crossheading(wrongful)(trading)

Wrongful trading

s.12

Suspension of liability for wrongful trading: Great Britain

s.12(1)

In determining for the purposes of section 214 or 246ZB of the Insolvency Act 1986 (liability of director for wrongful trading) the contribution (if any) to a company's assets that it is proper for a person to make, the court is to assume that the person is not responsible for any worsening of the financial position of the company or its creditors that occurs during the relevant period.

s.12(2)

In this section the “relevant period” is the period which—

s.12(2)(a)

begins with 1 March 2020, and

s.12(2)(b)

ends with 30 September 2020.

s.12(3)

Subsection (1) does not apply if at any time during the relevant period the company concerned is excluded from being eligible by any of the paragraphs of Schedule ZA1 to the Insolvency Act 1986 listed in subsection (4), as they apply for the purposes of this subsection (see subsection (5)).

s.12(4)

The paragraphs of Schedule ZA1 to the Insolvency Act 1986 are—

s.12(4)(a)

paragraph 3 (insurance companies),

s.12(4)(b)

paragraph 4 (banks),

s.12(4)(c)

paragraph 5 (electronic money institutions),

s.12(4)(d)

paragraph 6 (investment banks and investment firms),

s.12(4)(e)

paragraph 9 (payment institutions),

s.12(4)(f)

paragraph 10 (operators of payment systems etc),

s.12(4)(g)

paragraph 11 (recognised investment exchanges, clearing houses etc),

s.12(4)(h)

paragraph 12 (securitisation companies),

s.12(4)(i)

paragraph 13 (parties to capital market arrangements),

s.12(4)(j)

paragraph 15 (public-private partnership project companies), and

s.12(4)(k)

paragraph 18 (certain overseas companies).

s.12(5)

In their application for the purposes of subsection (3)—

s.12(5)(a)

each of paragraphs 13 and 15 of Schedule ZA1 to the Insolvency Act 1986 has effect as if in sub-paragraph (1)—

s.12(5)(a)(i)

the words “, on the filing date” were omitted, and

s.12(5)(a)(ii)

paragraph (b) were omitted, and

s.12(5)(b)

paragraph 18 of that Schedule has effect as if for “paragraph 2”, in both places, there were substituted “ paragraphs 2, 7 and 8 ”.

s.12(6)

Subsection (1) also does not apply if at any time during the relevant period the company concerned—

s.12(6)(a)

has permission under Part 4A of the Financial Services and Markets Act 2000 to carry on a regulated activity, and

s.12(6)(b)

is not subject to a requirement imposed under that Act to refrain from holding money for clients.

s.12(7)

This section has effect—

s.12(7)(a)

in so far as it relates to section 214 of the Insolvency Act 1986, as if it were contained in Part 4 of that Act, and

s.12(7)(b)

in so far as it relates to section 246ZB of the Insolvency Act 1986, as if it were contained in Part 6 of that Act.

s.12(8)

But this section does not have effect in relation to the following bodies (which are bodies to which provisions contained in Parts 4 and 6 of the Insolvency Act 1986 apply)—

s.12(8)(a)

a society that is registered within the meaning of the Friendly Societies Act 1974 and that at any time during the relevant period carries on the regulated activity of effecting or carrying out contracts of insurance;

s.12(8)(b)

a building society within the meaning of the Building Societies Act 1986;

s.12(8)(c)

a society that is incorporated under the Friendly Societies Act 1992;

s.12(8)(d)

a registered society within the meaning of the Co-operative and Community Benefit Societies Act 2014 that is registered under that Act as a credit union;

s.12(8)(e)

a registered society within the meaning of the Co-operative and Community Benefit Societies Act 2014 that at any time during the relevant period carries on the regulated activity of effecting or carrying out contracts of insurance.

s.12(9)

In this section “regulated activity” has the meaning given by section 22 of the Financial Services and Markets Act 2000, taken with Schedule 2 to that Act and any order under that section.

s.13

Suspension of liability for wrongful trading: Northern Ireland

s.13(1)

In determining for the purposes of Article 178 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) (liability of director for wrongful trading) the contribution (if any) to a company's assets that it is proper for a person to make, the High Court is to assume that the person is not responsible for any worsening of the financial position of the company or its creditors that occurs during the relevant period.

s.13(2)

In this section the “relevant period” is the period which—

s.13(2)(a)

begins with 1 March 2020, and

s.13(2)(b)

ends with 30 September 2020.

s.13(3)

Subsection (1) does not apply if at any time during the relevant period the company concerned is excluded from being eligible by any of the paragraphs of Schedule ZA1 to the Insolvency (Northern Ireland) Order 1989 listed in subsection (4), as they apply for the purposes of this subsection (see subsection (5)).

s.13(4)

The paragraphs of Schedule ZA1 to the Insolvency (Northern Ireland) Order 1989 are—

s.13(4)(a)

paragraph 3 (insurance companies),

s.13(4)(b)

paragraph 4 (banks),

s.13(4)(c)

paragraph 5 (electronic money institutions),

s.13(4)(d)

paragraph 6 (investment banks and investment firms),

s.13(4)(e)

paragraph 9 (payment institutions),

s.13(4)(f)

paragraph 10 (operators of payment systems etc),

s.13(4)(g)

paragraph 11 (recognised investment exchanges, clearing houses etc),

s.13(4)(h)

paragraph 12 (securitisation companies),

s.13(4)(i)

paragraph 13 (parties to capital market arrangements),

s.13(4)(j)

paragraph 15 (public-private partnership project companies), and

s.13(4)(k)

paragraph 18 (certain overseas companies).

s.13(5)

In their application for the purposes of subsection (3)—

s.13(5)(a)

each of paragraphs 13 and 15 of Schedule ZA1 to the Insolvency (Northern Ireland) Order 1989 has effect as if in sub-paragraph (1)—

s.13(5)(a)(i)

the words “, on the filing date” were omitted, and

s.13(5)(a)(ii)

paragraph (b) were omitted, and

s.13(5)(b)

paragraph 18 of that Schedule has effect as if for “paragraph 2”, in both places, there were substituted “ paragraphs 2, 7 and 8 ”.

s.13(6)

Subsection (1) also does not apply if at any time during the relevant period the company concerned—

s.13(6)(a)

has permission under Part 4A of the Financial Services and Markets Act 2000 to carry on a regulated activity, and

s.13(6)(b)

is not subject to a requirement imposed under that Act to refrain from holding money for clients.

s.13(7)

This section has effect as if it were contained in Part 5 of the Insolvency (Northern Ireland) Order 1989.

s.13(8)

But this section does not have effect in relation to the following bodies (which are bodies to which provisions contained in Part 5 of the Insolvency (Northern Ireland) Order 1989 apply)—

s.13(8)(a)

a registered society within the meaning of the Co-operative and Community Benefit Societies Act (Northern Ireland) 1969 (c. 24 (N.I.)) that at any time during the relevant period carries on the regulated activity of effecting or carrying out contracts of insurance;

s.13(8)(b)

a society that is registered within the meaning of the Friendly Societies Act 1974 and that at any time during the relevant period carries on the regulated activity of effecting or carrying out contracts of insurance;

s.13(8)(c)

a building society within the meaning of the Building Societies Act 1986;

s.13(8)(d)

a credit union within the meaning of the Credit Unions (Northern Ireland) Order 1985 (S.I. 1985/1205 (N.I. 12));

s.13(8)(e)

a society that is incorporated under the Friendly Societies Act 1992.

s.13(9)

In this section “regulated activity” has the meaning given by section 22 of the Financial Services and Markets Act 2000, taken with Schedule 2 to that Act and any order under that section.

crossheading(termination)(clauses)(in)(supply)(contracts)

Termination clauses in supply contracts

s.14

Protection of supplies of goods and services: Great Britain

s.14(1)

In the Insolvency Act 1986, after section 233A insert—

s.14(2)

In the Insolvency Act 1986, in section 434 (Crown application), before “bind” insert “ and sections 233A and 233B and Schedule 4ZZA ”.

s.14(3)

Schedule 12—

s.14(3)(a)

inserts a new Schedule into the Insolvency Act 1986 which provides for exclusions from the operation of section 233B of that Act, and

s.14(3)(b)

contains consequential amendments.

s.14(4)

The amendments made by this section and Schedule 12 have effect in relation to a company which becomes subject to a relevant insolvency procedure on or after the day on which this section comes into force (but in respect of contracts entered into before, as well as those entered into on or after, that day).

s.15

Temporary exclusion for small suppliers: Great Britain

s.15(1)

Section 233B of the Insolvency Act 1986 does not apply in relation to a contract for the supply of goods or services to a company where—

s.15(1)(a)

the company becomes subject to a relevant insolvency procedure during the relevant period, and

s.15(1)(b)

the supplier is a small entity at the time the company becomes subject to the procedure.

s.15(2)

In subsection (1)(a) “relevant period” means the period which—

s.15(2)(a)

begins with the day on which this section comes into force, and

s.15(2)(b)

ends with 30 June 2021.

s.15(3)

For the purposes of subsection (1)(b), whether the supplier is a “small entity” at the time the company becomes subject to a relevant insolvency procedure (the “ relevant time ”) is to be determined under subsections (4) to (10).

s.15(4)

Where the supplier is not in its first financial year at the relevant time, the supplier is a small entity at the relevant time if at least two of the following conditions were met in relation to its most recent financial year—

s.15(5)

For the purposes of Condition 1 in subsection (4), if the supplier's most recent financial year was not 12 months, the maximum figure for turnover must be proportionately adjusted.

s.15(6)

For the purposes of Condition 2 in subsection (4), the supplier's balance sheet total means the aggregate of the amounts shown as assets in the supplier's balance sheet.

s.15(7)

For the purposes of Condition 3 in subsection (4), the number of the supplier's employees means the average number of persons employed by the supplier in its most recent financial year, determined as follows—

s.15(7)(a)

find for each month in that financial year the number of persons employed under contracts of service by the supplier in that month (whether throughout the month or not),

s.15(7)(b)

add together the monthly totals, and

s.15(7)(c)

divide by the number of months in the financial year.

s.15(8)

In subsections (4) to (7) the supplier's “most recent financial year” is the financial year of the supplier which, at the relevant time, has ended most recently.

s.15(9)

Where the supplier is in its first financial year at the relevant time, the supplier is a small entity at the relevant time if at least two of the following conditions are met—

s.15(10)

In this section—

s.15(11)

This section has effect as if it were included in Part 6 of the Insolvency Act 1986.

s.16

Protection of supplies of electricity, gas, water, etc: Northern Ireland

s.16(1)

Article 197 of the Insolvency (Northern Ireland) Order 1989 (S.I. 1989/2405 (N.I. 19)) is amended as follows.

s.16(2)

Paragraph (3) is amended in accordance with subsections (3) to (5).

s.16(3)

After sub-paragraph (a) insert—

s.16(4)

After sub-paragraph (b) insert—

s.16(5)

After sub-paragraph (c) (and before the words “and in this paragraph”) insert—

s.16(6)

After paragraph (3) insert—

s.17

Further protection of essential supplies: Northern Ireland

s.17(1)

After Article 197 of the Insolvency (Northern Ireland) Order 1989 insert—

s.17(2)

In Schedule 5 to the Investment Bank Special Administration Regulations 2011 (S.I. 2011/245), in the Table, after the entry for section 233 insert—

s.17(3)

The amendments made by this section have effect in relation to a company which enters administration or has a voluntary arrangement take effect in relation to it on or after the day on which this section comes into force (but in respect of contracts entered into before, as well as those entered into on or after, that day).

s.18

Protection of supplies of goods and services: Northern Ireland

s.18(1)

After Article 197A of the Insolvency (Northern Ireland) Order 1989 insert—

s.18(2)

In the Insolvency (Northern Ireland) Order 1989, in Article 2(2), in the definition of “regulations”, before “Article 359(2)” insert “ Article 197C and ”.

s.18(3)

Schedule 13—

s.18(3)(a)

inserts a new Schedule into the Insolvency (Northern Ireland) Order 1989 which provides for exclusions from the operation of Article 197B of that Order, and

s.18(3)(b)

contains consequential amendments.

s.18(4)

The amendments made by this section and Schedule 13 have effect in relation to a company which becomes subject to a relevant insolvency procedure on or after the day on which this section comes into force (but in respect of contracts entered into before, as well as those entered into on or after, that day).

s.19

Temporary exclusion for small suppliers: Northern Ireland

s.19(1)

Article 197B of the Insolvency (Northern Ireland) Order 1989 does not apply in relation to a contract for the supply of goods or services to a company where—

s.19(1)(a)

the company becomes subject to a relevant insolvency procedure during the relevant period, and

s.19(1)(b)

the supplier is a small entity at the time the company becomes subject to the procedure.

s.19(2)

In subsection (1)(a) “relevant period” means the period which—

s.19(2)(a)

begins with the day on which this section comes into force, and

s.19(2)(b)

ends with 30 June 2021.

s.19(3)

For the purposes of subsection (1)(b), whether the supplier is a “small entity” at the time the company becomes subject to a relevant insolvency procedure (the “ relevant time ”) is to be determined under subsections (4) to (10).

s.19(4)

Where the supplier is not in its first financial year at the relevant time, the supplier is a small entity at the relevant time if at least two of the following conditions were met in relation to its most recent financial year—

s.19(5)

For the purposes of Condition 1 in subsection (4), if the supplier's most recent financial year was not 12 months, the maximum figure for turnover must be proportionately adjusted.

s.19(6)

For the purposes of Condition 2 in subsection (4), the supplier's balance sheet total means the aggregate of the amounts shown as assets in the supplier's balance sheet.

s.19(7)

For the purposes of Condition 3 in subsection (4), the number of the supplier's employees means the average number of persons employed by the supplier in its most recent financial year, determined as follows—

s.19(7)(a)

find for each month in that financial year the number of persons employed under contracts of service by the supplier in that month (whether throughout the month or not),

s.19(7)(b)

add together the monthly totals, and

s.19(7)(c)

divide by the number of months in the financial year.

s.19(8)

In subsections (4) to (7) the supplier's “most recent financial year” is the financial year of the supplier which, at the relevant time, has ended most recently.

s.19(9)

Where the supplier is in its first financial year at the relevant time, the supplier is a small entity at the relevant time if at least two of the following conditions are met—

s.19(10)

In this section—

s.19(11)

This section has effect as if it were included in Part 7 of the Insolvency (Northern Ireland) Order 1989.

crossheading(power)(to)(amend)(corporate)(insolvency)(or)(governance)(legislation)(great)(britain)

Power to amend corporate insolvency or governance legislation: Great Britain

s.20

Regulations to amend legislation: Great Britain

s.20(1)

The Secretary of State may by regulations amend, or modify the effect of, corporate insolvency or governance legislation so as to—

s.20(1)(a)

change the conditions that must be met before a corporate insolvency or restructuring procedure applies to entities of any description (whether by adding, varying or removing any condition),

s.20(1)(b)

change the way in which a corporate insolvency or restructuring procedure applies in relation to entities of any description, or

s.20(1)(c)

change or disapply any duty of a person with corporate responsibility or the liability of such a person to any sanction.

s.20(2)

Regulations under this section may—

s.20(2)(a)

make different provision for different purposes;

s.20(2)(b)

make provision binding the Crown.

s.20(3)

Regulations under this section must be made in accordance with sections 21 to 26.

s.21

Purposes

s.21(1)

The Secretary of State may only make regulations under section 20(1)(a) or (b) if satisfied that the regulations are expedient for any of the following purposes—

s.21(1)(a)

reducing, or assisting in the reduction of, the number of entities entering into corporate insolvency or restructuring procedures for reasons relating to the effects of coronavirus on businesses or on the economy of the United Kingdom;

s.21(1)(b)

mitigating or otherwise dealing with the effect on corporate insolvency or restructuring procedures of any increase or potential increase in the number of entities entering into those procedures for the reasons referred to in paragraph (a);

s.21(1)(c)

mitigating difficulties that corporate insolvency or restructuring procedures might impose on a business in view of—

s.21(1)(c)(i)

any worsening of the financial position of the business in consequence of, or for reasons relating to, coronavirus,

s.21(1)(c)(ii)

constraints on people's ability to work, or to be in proximity to each other, as a result of coronavirus, or

s.21(1)(c)(iii)

measures for public health taken in response to coronavirus.

s.21(2)

The Secretary of State may only make regulations under section 20(1)(c) if satisfied that the regulations are expedient for the purpose of securing that the duties of persons with corporate responsibility, or the liability of those persons to any sanction, take due account of the effects of coronavirus on businesses or on the economy of the United Kingdom.

s.22

Restrictions

s.22(1)

Before making regulations under section 20 the Secretary of State must consider the effect of the regulations on persons likely to be affected by them (for example, debtors, creditors or employees).

s.22(2)

The Secretary of State may only make regulations under section 20 if satisfied—

s.22(2)(a)

that the need for the provision made by the regulations is urgent,

s.22(2)(b)

that the provision made by the regulations is proportionate to the purpose for which it is made,

s.22(2)(c)

that it is not practicable without legislation to bring about the result intended to be brought about by that provision, and

s.22(2)(d)

if the Secretary of State could make the same provision in other subordinate legislation, that doing so would risk not achieving the purpose for which the regulations are made (because of possible delay or for any other reason).

s.22(3)

Regulations under section 20—

s.22(3)(a)

may not create a criminal offence or civil penalty (but may modify the circumstances in which a person is guilty of an existing offence or liable for an existing civil penalty);

s.22(3)(b)

may not make provision so as to impose or increase a fee.

s.22(4)

Regulations under section 20 may not make provision that could be made by an Act of the Scottish Parliament unless the Secretary of State has first consulted the Scottish Ministers.

s.23

Time-limited effect

s.23(1)

Regulations under section 20 must be framed so that any provision made by them—

s.23(1)(a)

has effect only for a period not exceeding six months, or

s.23(1)(b)

applies only in relation to circumstances occurring in a period not exceeding six months.

s.23(2)

This does not prevent further regulations under section 20 from—

s.23(2)(a)

making the same provision for, or applying in relation to, subsequent periods (not exceeding six months at a time);

s.23(2)(b)

extending (by up to six months) the period for or in relation to which earlier regulations under that section apply.

s.23(3)

The Secretary of State must keep regulations under section 20 under review during the period for which they have effect or in relation to which they apply.

s.23(4)

If on such a review the Secretary of State is satisfied that that period— the Secretary of State must by regulations under this subsection revoke or amend the regulations as appropriate.

s.23(4)(a)

is longer than expedient for the purpose for which the regulations were made, or

s.23(4)(b)

has ceased to be proportionate to that purpose,

s.23(5)

Regulations under subsection (4) may contain transitional provision or savings.

s.24

Expiry

s.24(1)

The Secretary of State may not make regulations under section 20 after 29 April 2022.

s.24(2)

Where regulations under section 20 are in force on the date specified in subsection (1), that subsection does not—

s.24(2)(a)

affect the continued operation of the regulations, or

s.24(2)(b)

prevent the making of further regulations under section 20 on one or more occasions, where those further regulations make the same provision for, or applying in relation to, subsequent periods (not exceeding six months at a time).

s.24(3)

The Secretary of State may by regulations substitute a later date for the date for the time being specified in subsection (1).

s.24(4)

The power in subsection (3)—

s.24(4)(a)

may not be exercised so as to substitute a date which is—

s.24(4)(a)(i)

after the period of one year beginning with the date for the time being specified in subsection (1), or

s.24(4)(a)(ii)

after the period of two years beginning with the date on which this Act is passed, but

s.24(4)(b)

may be exercised more than once.

s.25

Consequential provision etc

s.25(1)

The Secretary of State may by regulations make consequential, incidental or supplementary provision, or transitional provision or savings, in connection with provision made by regulations under section 20.

s.25(2)

Regulations under this section may—

s.25(2)(a)

make provision by amending or modifying the effect of any enactment (including this Act);

s.25(2)(b)

make different provision for different purposes;

s.25(2)(c)

make provision binding the Crown.

s.26

Procedure for regulations

s.26(1)

Regulations under sections 20 to 25 are to be made by statutory instrument.

s.26(2)

A statutory instrument containing— must be laid before Parliament as soon as reasonably practicable after being made.

s.26(2)(a)

regulations made under section 20, other than one to which subsection (6)(a) applies, or

s.26(2)(b)

regulations made under section 25 which make provision by amending an Act or an Act of the Scottish Parliament,

s.26(3)

Regulations contained in a statutory instrument laid before Parliament by virtue of subsection (2) cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of each House of Parliament.

s.26(4)

In calculating the period of 40 days, no account is to be taken of any time during which—

s.26(4)(a)

Parliament is dissolved or prorogued, or

s.26(4)(b)

both Houses of Parliament are adjourned for more than 4 days.

s.26(5)

Where regulations cease to have effect as a result of subsection (3) that does not—

s.26(5)(a)

affect anything previously done under or by virtue of the regulations, or

s.26(5)(b)

prevent the making of new regulations.

s.26(6)

A statutory instrument containing— is subject to annulment in pursuance of a resolution of either House of Parliament.

s.26(6)(a)

regulations under section 20 which merely revoke other regulations under that section (with or without transitional provision), or

s.26(6)(b)

regulations under section 23(4),

s.26(7)

Regulations under section 24(3) may not be made unless a draft of the statutory instrument containing them has been laid before, and approved by a resolution of, each House of Parliament.

s.26(8)

A statutory instrument containing regulations under section 25 which do not make provision by amending an Act or an Act of the Scottish Parliament is subject to annulment in pursuance of a resolution of either House of Parliament (unless the regulations were contained in a statutory instrument laid before Parliament by virtue of subsection (2)).

s.27

Interpretation

s.27(1)

In sections 20 to 26 and this section—

s.27(2)

References to an enactment in subsection (1) include in particular that enactment as applied by any other enactment, with or without modifications, to partnerships, limited liability partnerships or other entities.

crossheading(power)(to)(amend)(corporate)(insolvency)(or)(governance)(legislation)(northern)(ireland)

Power to amend corporate insolvency or governance legislation: Northern Ireland

s.28

Regulations to amend legislation: Northern Ireland

s.28(1)

The Department or the Secretary of State may by regulations amend, or modify the effect of, corporate insolvency or governance legislation so as to—

s.28(1)(a)

change the conditions that must be met before a corporate insolvency or restructuring procedure applies to entities of any description (whether by adding, varying or removing any condition),

s.28(1)(b)

change the way in which a corporate insolvency or restructuring procedure applies in relation to entities of any description, or

s.28(1)(c)

change or disapply any duty of a person with corporate responsibility or the liability of such a person to any sanction.

s.28(2)

Regulations under this section may—

s.28(2)(a)

make different provision for different purposes;

s.28(2)(b)

make provision binding the Crown.

s.28(3)

Regulations under this section must be made in accordance with sections 29 to 35.

s.28(4)

In sections 29 to 35, “relevant authority” means the Department or the Secretary of State.

s.29

Purposes

s.29(1)

A relevant authority may only make regulations under section 28(1)(a) or (b) if satisfied that the regulations are expedient for any of the following purposes—

s.29(1)(a)

reducing, or assisting in the reduction of, the number of entities entering into corporate insolvency or restructuring procedures for reasons relating to the effects of coronavirus on businesses or on the economy of the United Kingdom;

s.29(1)(b)

mitigating or otherwise dealing with the effect on corporate insolvency or restructuring procedures of any increase or potential increase in the number of entities entering into those procedures for the reasons referred to in paragraph (a);

s.29(1)(c)

mitigating difficulties that corporate insolvency or restructuring procedures might impose on a business in view of—

s.29(1)(c)(i)

any worsening of the financial position of the business in consequence of, or for reasons relating to, coronavirus,

s.29(1)(c)(ii)

constraints on people's ability to work, or to be in proximity to each other, as a result of coronavirus, or

s.29(1)(c)(iii)

measures for public health taken in response to coronavirus.

s.29(2)

A relevant authority may only make regulations under section 28(1)(c) if satisfied that the regulations are expedient for the purpose of securing that the duties of persons with corporate responsibility, or the liability of those persons to any sanction, take due account of the effects of coronavirus on businesses or on the economy of the United Kingdom.

s.30

Restrictions

s.30(1)

Before making regulations under section 28 the relevant authority concerned must consider the effect of the regulations on persons likely to be affected by them (for example, debtors, creditors or employees).

s.30(2)

A relevant authority may only make regulations under section 28 if satisfied—

s.30(2)(a)

that the need for the provision made by the regulations is urgent,

s.30(2)(b)

that the provision made by the regulations is proportionate to the purpose for which it is made,

s.30(2)(c)

that it is not practicable without legislation to bring about the result intended to be brought about by that provision, and

s.30(2)(d)

if a Northern Ireland Department or the Secretary of State could make the same provision in exercise of power under a statutory provision other than section 28, that doing so would risk not achieving the purpose for which the regulations are made (because of possible delay or for any other reason).

s.30(3)

Regulations under section 28—

s.30(3)(a)

may not create a criminal offence or civil penalty (but may modify the circumstances in which a person is guilty of an existing offence or liable for an existing civil penalty);

s.30(3)(b)

may not make provision so as to impose or increase a fee.

s.31

Time-limited effect

s.31(1)

Regulations under section 28 must be framed so that any provision made by them—

s.31(1)(a)

has effect only for a period not exceeding six months, or

s.31(1)(b)

applies only in relation to circumstances occurring in a period not exceeding six months.

s.31(2)

This does not prevent further regulations under section 28 from—

s.31(2)(a)

making the same provision for, or applying in relation to, subsequent periods (not exceeding six months at a time);

s.31(2)(b)

extending (by up to six months) the period for or in relation to which earlier regulations under that section apply.

s.31(3)

A relevant authority must keep regulations made by it under section 28 under review during the period for which they have effect or in relation to which they apply.

s.31(4)

If on such a review the relevant authority is satisfied that that period— the relevant authority must by regulations under this subsection revoke or amend the regulations as appropriate.

s.31(4)(a)

is longer than expedient for the purpose for which the regulations were made, or

s.31(4)(b)

has ceased to be proportionate to that purpose,

s.31(5)

Regulations under subsection (4) may contain transitional provision or savings.

s.32

Expiry

s.32(1)

A relevant authority may not make regulations under section 28 after 29 April 2022.

s.32(2)

Where regulations under section 28 are in force on the date specified in subsection (1), that subsection does not—

s.32(2)(a)

affect the continued operation of the regulations, or

s.32(2)(b)

prevent the making of further regulations under section 28 on one or more occasions, where those further regulations make the same provision for, or applying in relation to, subsequent periods (not exceeding six months at a time).

s.32(3)

A relevant authority may by regulations substitute a later date for the date for the time being specified in subsection (1).

s.32(4)

The power in subsection (3)—

s.32(4)(a)

may not be exercised so as to substitute a date which is—

s.32(4)(a)(i)

after the period of one year beginning with the date for the time being specified in subsection (1), or

s.32(4)(a)(ii)

after the period of two years beginning with the date on which this Act is passed, but

s.32(4)(b)

may be exercised more than once.

s.33

Consequential provision etc

s.33(1)

A relevant authority may by regulations make consequential, incidental or supplementary provision, or transitional provision or savings, in connection with provision made by regulations under section 28.

s.33(2)

Regulations under this section may—

s.33(2)(a)

make provision by amending or modifying the effect of any statutory provision (including this Act);

s.33(2)(b)

make different provision for different purposes;

s.33(2)(c)

make provision binding the Crown.

s.34

Procedure for regulations made by the Department

s.34(1)

Any power of the Department to make regulations under sections 28 to 33 is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).

s.34(2)

Regulations made under section 28 by the Department, other than any to which subsection (5) applies, and regulations made under section 33 by the Department which make provision by amending an Act or Northern Ireland legislation, must be laid before the Assembly as soon as reasonably practicable after being made.

s.34(3)

Regulations laid before the Assembly by virtue of subsection (2) cease to have effect at the end of the period of 40 days beginning with the day on which the regulations are made, unless during that period the regulations are approved by a resolution of the Assembly.

s.34(4)

In calculating the period of 40 days, no account is to be taken of any time during which the Assembly is—

s.34(4)(a)

dissolved, or

s.34(4)(b)

in recess for more than 4 days, or

s.34(4)(c)

adjourned for more than 6 days.

s.34(5)

Where regulations cease to have effect as a result of subsection (3) that does not—

s.34(5)(a)

affect anything previously done under or by virtue of the regulations, or

s.34(5)(b)

prevent the making of new regulations.

s.34(6)

Regulations made by the Department under section 28 which merely revoke other regulations under that section (with or without transitional provision), and regulations made by the Department under section 31(4), are subject to negative resolution within the meaning of section 41(6) the 1954 Act.

s.34(7)

Regulations under section 32(3) may not be made by the Department unless a draft of the regulations has been laid before, and approved by a resolution of, the Assembly.

s.34(8)

Regulations made by the Department under section 33 which do not make provision by amending an Act or Northern Ireland legislation are subject to negative resolution within the meaning of section 41(6) of the 1954 Act, but this does not apply to any contained in a statutory rule by virtue of subsection (9).

s.34(9)

A statutory rule that (in accordance with subsection (2)) is laid before the Assembly may contain regulations under section 33 that would, but for subsection (8) and this subsection, be subject to negative resolution within the meaning of section 41(6) of the 1954 Act.

s.34(10)

Section 41(3) of the 1954 Act applies for the purposes of subsection (7) in relation to the laying of a draft as it applies in relation to the laying of a statutory document under an enactment.

s.34(11)

In this section—

s.35

Procedure for regulations made by the Secretary of State

s.35(1)

Regulations made by the Secretary of State under sections 28 to 33 are to be made by statutory instrument.

s.35(2)

A statutory instrument containing— must be laid before Parliament as soon as reasonably practicable after being made.

s.35(2)(a)

regulations made under section 28 by the Secretary of State, other than one to which subsection (6)(a) applies, or

s.35(2)(b)

regulations made under section 33 by the Secretary of State which make provision by amending an Act,

s.35(3)

Regulations contained in a statutory instrument laid before Parliament by virtue of subsection (2) cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of each House of Parliament.

s.35(4)

In calculating the period of 40 days, no account is to be taken of any time during which—

s.35(4)(a)

Parliament is dissolved or prorogued, or

s.35(4)(b)

both Houses of Parliament are adjourned for more than 4 days.

s.35(5)

Where regulations cease to have effect as a result of subsection (3) that does not—

s.35(5)(a)

affect anything previously done under or by virtue of the regulations, or

s.35(5)(b)

prevent the making of new regulations.

s.35(6)

A statutory instrument containing— is subject to annulment in pursuance of a resolution of either House of Parliament.

s.35(6)(a)

regulations made by the Secretary of State under section 28 which merely revoke other regulations under that section (with or without transitional provision), or

s.35(6)(b)

regulations made by the Secretary of State under section 31(4),

s.35(7)

Regulations under section 32(3) may not be made by the Secretary of State unless a draft of the statutory instrument containing them has been laid before, and approved by a resolution of, each House of Parliament.

s.35(8)

A statutory instrument containing regulations made by the Secretary of State under section 33 which do not make provision by amending an Act is subject to annulment in pursuance of a resolution of either House of Parliament (unless the regulations were contained in a statutory instrument laid before Parliament by virtue of subsection (2)).

s.36

Interpretation

s.36(1)

In sections 28 to 35 and this section—

s.36(2)

References to an enactment in subsection (1) include in particular that enactment as applied by any other enactment, with or without modifications, to partnerships, limited liability partnerships or other entities.

s.36(3)

In this section “enactment” includes an enactment contained in Northern Ireland legislation or an instrument made under Northern Ireland legislation.

crossheading(meetings)(and)(filings)

Meetings and filings

s.37

Meetings of companies and other bodies

Schedule 14 makes provision about meetings of companies and other bodies.

s.38

Temporary extension of period for public company to file accounts

s.38(1)

This section applies where (but for this section) the period allowed for the directors of a public company to comply with their obligation under section 441 of the Companies Act 2006 to deliver accounts and reports for a financial year to the registrar would end—

s.38(1)(a)

after 25 March 2020, and

s.38(1)(b)

before the relevant day.

s.38(2)

The period allowed for the directors to comply with that obligation is to be taken to be (and always to have been) a period that ends with the relevant day.

s.38(3)

The relevant day is whichever is the earlier of—

s.38(3)(a)

30 September 2020, and

s.38(3)(b)

the last day of the period of 12 months immediately following the end of the relevant accounting reference period.

s.38(4)

Expressions used in this section and section 442 of the Companies Act 2006 (period allowed for filing accounts) have the same meaning in this section as in that section.

s.39

Temporary power to extend periods for providing information to registrar

s.39(1)

The Secretary of State may by regulations provide that any provision listed in section 40 is to have effect as if for a reference in the provision to a period of days or months (“the existing period”) there were substituted a reference to such longer period ( “ the substituted period ”) as is specified in the regulations.

s.39(2)

The substituted period must not exceed—

s.39(2)(a)

42 days, in a case where the existing period is 21 days or fewer, and

s.39(2)(b)

12 months, in a case where the existing period is 3, 6 or 9 months.

s.39(3)

The power conferred by this section may not be exercised in relation to a reference to a period of 12 months.

s.39(4)

Regulations under this section may make—

s.39(4)(a)

different provision for different purposes;

s.39(4)(b)

consequential, incidental or supplementary provision (including provision modifying an enactment);

s.39(4)(c)

transitional provision or savings.

s.39(5)

In subsection (4) “enactment” includes an Act of the Scottish Parliament and an instrument made under such an Act.

s.39(6)

Regulations under this section are to be made by statutory instrument.

s.39(7)

A statutory instrument containing regulations under this section is subject to annulment in pursuance of a resolution of either House of Parliament.

s.39(8)

This section expires at the end of the day on 5 April 2021.

s.39(9)

The expiry of this section does not affect the continued operation of any regulations made under this section for the purpose of determining the length of any period that begins before the expiry.

s.40

Section 39: the listed provisions

The provisions referred to in section 39(1) are—

s.40(a)

section 9 of the Limited Partnerships Act 1907 (registration of changes to a limited partnership);

s.40(b)

section 466 of the Companies Act 1985 (registration of alteration to a floating charge);

s.40(c)

section 9 of the Limited Liability Partnerships Act 2000 (notice of membership changes);

s.40(d)

regulation 80C of the European Public Limited-Liability Company Regulations 2004 (S.I. 2004/2326) (notice of change in members of the supervisory organ);

s.40(e)

the following sections of the Companies Act 2006—

s.40(f)

the following provisions of the Scottish Partnerships (Register of People with Significant Control) Regulations 2017 (S.I. 2017/694)—

crossheading(powers)(to)(change)(periods)

Powers to change periods

s.41

Power to change duration of temporary provisions: Great Britain

s.41(1)

The Secretary of State may by regulations made by statutory instrument amend a relevant provision so as to—

s.41(1)(a)

curtail the period for the time being specified in that provision, or

s.41(1)(b)

prolong that period by up to six months if the Secretary of State considers it reasonable to do so to mitigate an effect of coronavirus.

s.41(2)

In this section—

s.41(3)

A statutory instrument containing regulations made under subsection (1)(a) is subject to annulment in pursuance of a resolution of either House of Parliament.

s.41(4)

A statutory instrument containing regulations made under subsection (1)(b) must be laid before Parliament as soon as reasonably practicable after being made.

s.41(5)

Subsection (4) does not apply if a draft of the statutory instrument has been laid before and approved by a resolution of each House of Parliament.

s.41(6)

Regulations contained in a statutory instrument laid before Parliament by virtue of subsection (4) cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of each House of Parliament.

s.41(7)

In calculating the period of 40 days, no account is to be taken of any time during which—

s.41(7)(a)

Parliament is dissolved or prorogued, or

s.41(7)(b)

both Houses of Parliament are adjourned for more than 4 days.

s.41(8)

Where regulations relating to any relevant provision cease to have effect as a result of subsection (6), the period specified in the relevant provision ends—

s.41(8)(a)

at the time it would have ended under the relevant provision if the regulations had not been made, or

s.41(8)(b)

if later, at the end of the period of 40 days mentioned in subsection (6).

s.41(9)

Where regulations cease to have effect as a result of subsection (6) that does not prevent the making of new regulations.

s.41(10)

Regulations under this section may make—

s.41(10)(a)

different provision for the purposes of different relevant provisions;

s.41(10)(b)

consequential, transitional or transitory provision or savings.

s.42

Power to change duration of temporary provisions: Northern Ireland

s.42(1)

The Department may by regulations amend a relevant provision so as to—

s.42(1)(a)

curtail the period for the time being specified in that provision, or

s.42(1)(b)

prolong that period by up to six months if the Department considers it reasonable to do so to mitigate an effect of coronavirus.

s.42(2)

In this section—

s.42(3)

Regulations under subsection (1)(a) are subject to negative resolution within the meaning of section 41(6) of the Interpretation Act (Northern Ireland) 1954 (c. 33 (N.I.)).

s.42(4)

Regulations under subsection (1)(b) must be laid before the Assembly as soon as reasonably practicable after being made.

s.42(5)

Subsection (4) does not apply if a draft of the regulations has been laid before, and approved by a resolution of, the Assembly.

s.42(6)

Section 41(3) of the Interpretation Act (Northern Ireland) 1954 applies for the purposes of subsection (5) in relation to the laying of a draft as it applies in relation to the laying of a statutory document under an enactment.

s.42(7)

Regulations laid before the Assembly by virtue of subsection (4) cease to have effect at the end of the period of 40 days beginning with the day on which the regulations are made, unless during that period the regulations are approved by a resolution of the Assembly.

s.42(8)

In calculating the period of 40 days, no account is to be taken of any time during which the Assembly is—

s.42(8)(a)

dissolved,

s.42(8)(b)

in recess for more than 4 days, or

s.42(8)(c)

adjourned for more than 6 days.

s.42(9)

Where regulations cease to have effect as a result of subsection (7), the period specified in the relevant provision ends—

s.42(9)(a)

at the time it would have ended under the relevant provision if the regulations had not been made, or

s.42(9)(b)

if later, at the end of the period of 40 days mentioned in subsection (7).

s.42(10)

Where regulations cease to have effect as a result of subsection (7) that does not prevent the making of new regulations.

s.42(11)

Regulations under this section may make—

s.42(11)(a)

different provision for the purposes of different relevant provisions;

s.42(11)(b)

consequential, transitional or transitory provision or savings.

s.42(12)

The power of the Department to make regulations under this section is exercisable by statutory rule for the purposes of the Statutory Rules (Northern Ireland) Order 1979 (S.I. 1979/1573 (N.I. 12)).

s.42(13)

In this section—

crossheading(implementation)(of)(insolvency)(measures)

Implementation of insolvency measures

s.43

Modified procedure for regulations of the Secretary of State

s.43(1)

During the period of six months beginning with the day on which this section comes into force, any relevant provision that may be made by the Secretary of State by regulations that are subject to the affirmative resolution procedure may be made by regulations that are subject to the made affirmative procedure.

s.43(2)

In subsection (1) “relevant provision” means—

s.43(2)(a)

provision under section A50(1) or (4) of the Insolvency Act 1986 (power to modify moratorium provisions in relation to certain companies);

s.43(2)(b)

provision under section A51(1) of the Insolvency Act 1986 (moratorium: power to make provision in connection with pension schemes);

s.43(2)(c)

provision under paragraph 20 of Schedule ZA1 to the Insolvency Act 1986 to exclude private registered providers of social housing from being eligible companies for the purposes of Part A1 of that Act;

s.43(2)(d)

provision under section 14 or 16 of the Limited Liability Partnerships Act 2000 (insolvency etc and power to make consequential amendments) to the extent that the provision is made in connection with the application of Part A1 of the Insolvency Act 1986 to limited liability partnerships that are registered providers of social housing;

s.43(2)(e)

provision under section 245 of the Charities Act 2011 (insolvency etc of charitable incorporated organisations etc) to the extent that the provision applies, or is otherwise made in connection with, the new insolvency measures.

s.43(3)

During the period of six months beginning with the day on which this section comes into force, the consultation duty in section 348(4) of the Charities Act 2011 does not apply in relation to regulations under section 245 of that Act to the extent that they contain provision which applies, or is otherwise made in connection with, the new insolvency measures.

s.43(4)

In subsections (2) and (3) “the new insolvency measures” means the provision made by—

s.43(4)(a)

sections 1 to 3 and Schedules 1 to 4 (moratorium);

s.43(4)(b)

sections 14 and 15 and Schedule 12 (termination clauses in supply contracts).

s.43(5)

For the purposes of this section —

s.43(5)(a)

“regulations that are subject to the affirmative resolution procedure” means regulations that may not be made unless a draft of the statutory instrument containing them has been laid before and approved by a resolution of each House of Parliament;

s.43(5)(b)

“regulations that are subject to the made affirmative procedure” means regulations that—

s.43(5)(b)(i)

are contained in a statutory instrument that must be laid before Parliament as soon as reasonably practicable after being made, and

s.43(5)(b)(ii)

cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of each House of Parliament.

s.43(6)

In calculating the period of 40 days mentioned in subsection (5)(b)(ii), no account is to be taken of any time during which—

s.43(6)(a)

Parliament is dissolved or prorogued, or

s.43(6)(b)

both Houses of Parliament are adjourned for more than 4 days.

s.43(7)

Where by virtue of this section the Secretary of State makes regulations that are subject to the made affirmative procedure and the regulations cease to have effect because they are not approved within the period mentioned in subsection (5)(b)(ii), the fact that the regulations cease to have effect does not—

s.43(7)(a)

affect anything previously done under or by virtue of the regulations, or

s.43(7)(b)

prevent the making of new regulations.

s.44

Modified procedure for regulations of the Welsh Ministers

s.44(1)

During the period of six months beginning with the day on which this section comes into force, any relevant provision that may be made by the Welsh Ministers by regulations that are subject to the affirmative resolution procedure may be made by regulations that are subject to the made affirmative procedure.

s.44(2)

In subsection (1) “relevant provision” means—

s.44(2)(a)

provision under section A50(2) of the Insolvency Act 1986 (power to modify moratorium provisions in relation to certain companies);

s.44(2)(b)

provision under paragraph 21 of Schedule ZA1 to the Insolvency Act 1986 (exclusion of registered social landlords from eligibility under Part A1 of that Act);

s.44(2)(c)

provision under section 247A of the Charities Act 2011 (regulations about moratoriums for charitable incorporated organisations that are registered social landlords).

s.44(3)

During the period of six months beginning with the day on which this section comes into force, the consultation duty in section 247A(6) of the Charities Act 2011 does not apply in relation to regulations under section 247A of that Act.

s.44(4)

For the purposes of this section —

s.44(4)(a)

“regulations that are subject to the affirmative resolution procedure” means regulations that may not be made unless a draft of the statutory instrument containing them has been laid before and approved by a resolution of Senedd Cymru;

s.44(4)(b)

“regulations that are subject to the made affirmative procedure” means regulations that—

s.44(4)(b)(i)

are contained in a statutory instrument that must be laid before Senedd Cymru as soon as reasonably practicable after being made, and

s.44(4)(b)(ii)

cease to have effect at the end of the period of 40 days beginning with the day on which the instrument is made, unless during that period the instrument is approved by a resolution of Senedd Cymru.

s.44(5)

In calculating the period of 40 days mentioned in subsection (4)(b)(ii), no account is to be taken of any time during which Senedd Cymru is—

s.44(5)(a)

dissolved, or

s.44(5)(b)

in recess for more than 4 days.

s.44(6)

Where by virtue of this section the Welsh Ministers make regulations that are subject to the made affirmative procedure and the regulations cease to have effect because they are not approved within the period mentioned in subsection (4)(b)(ii), the fact that the regulations cease to have effect does not—

s.44(6)(a)

affect anything previously done under or by virtue of the regulations, or

s.44(6)(b)

prevent the making of new regulations.

s.45

Modified procedure for regulations of the Scottish Ministers

s.45(1)

During the period of six months beginning with the day on which this section comes into force, any relevant provision that may be made by the Scottish Ministers by regulations that are subject to the affirmative procedure (see section 29 of the Interpretation and Legislative Reform (Scotland) Act 2010 (asp 10)) may be made by regulations that are subject to the made affirmative procedure.

s.45(2)

In subsection (1) “relevant provision” means—

s.45(2)(a)

provision under section A50(3) of the Insolvency Act 1986 (power to modify moratorium provisions in relation to certain companies);

s.45(2)(b)

provision under paragraph 22 of Schedule ZA1 to the Insolvency Act 1986 (exclusion of registered social landlords from eligibility under Part A1 of that Act).

s.45(3)

For the purposes of this section “regulations that are subject to the made affirmative procedure” means regulations that—

s.45(3)(a)

must be laid before the Scottish Parliament as soon as reasonably practicable after being made, and

s.45(3)(b)

cease to have effect at the end of the period of 40 days beginning with the day on which the regulations are made, unless during that period the regulations are approved by a resolution of the Scottish Parliament.

s.45(4)

In calculating the period of 40 days mentioned in subsection (3)(b), no account is to be taken of any time during which the Scottish Parliament is—

s.45(4)(a)

dissolved, or

s.45(4)(b)

in recess for more than 4 days.

s.45(5)

Where by virtue of this section the Scottish Ministers make regulations that are subject to the made affirmative procedure and the regulations cease to have effect because they are not approved within the period mentioned in subsection (3)(b), the fact that the regulations cease to have effect does not—

s.45(5)(a)

affect anything previously done under or by virtue of the regulations, or

s.45(5)(b)

prevent the making of new regulations.

s.45(6)

Section 30 of the Interpretation and Legislative Reform (Scotland) Act 2010 does not apply in relation to regulations that are subject to the made affirmative procedure by virtue of this section.

s.46

Modified procedure for regulations of Northern Ireland departments

s.46(1)

During the period of six months beginning with the day on which this section comes into force, any relevant provision that may be made by a Northern Ireland department by regulations that are subject to the affirmative resolution procedure may be made by regulations that are subject to the made affirmative procedure.

s.46(2)

In subsection (1) “relevant provision” means—

s.46(2)(a)

provision under Article 13HA(1) of the Insolvency (Northern Ireland) Order 1989 (power to modify moratorium provisions in relation to certain companies);

s.46(2)(b)

provision under Article 13HB(1) of that Order (moratorium: power to make provision in connection with pension schemes).

s.46(3)

For the purposes of this section—

s.46(3)(a)

“regulations that are subject to the affirmative resolution procedure” means regulations that may not be made unless a draft of the regulations has been laid before, and approved by a resolution of, the Assembly;

s.46(3)(b)

“regulations that are subject to the made affirmative procedure” means regulations that—

s.46(3)(b)(i)

must be laid before the Assembly as soon as reasonably practicable after being made, and

s.46(3)(b)(ii)

cease to have effect at the end of the period of 40 days beginning with the day on which the regulations are made, unless during that period the regulations are approved by a resolution of the Assembly.

s.46(4)

In calculating the period of 40 days mentioned in subsection (3)(b)(ii), no account is to be taken of any time during which the Assembly is—

s.46(4)(a)

dissolved,

s.46(4)(b)

in recess for more than 4 days, or

s.46(4)(c)

adjourned for more than 6 days.

s.46(5)

Where by virtue of this section a Northern Ireland department makes regulations that are subject to the made affirmative procedure and the regulations cease to have effect because they are not approved within the period mentioned in subsection (3)(b)(ii), the fact that the regulations cease to have effect does not—

s.46(5)(a)

affect anything previously done under or by virtue of the regulations, or

s.46(5)(b)

prevent the making of new regulations.

s.46(6)

In this section “the Assembly” means the Northern Ireland Assembly.

crossheading(general)

General

s.47

Power to make consequential provision

s.47(1)

The Secretary of State or the Treasury may by regulations make provision that is consequential on this Act.

s.47(2)

The power in subsection (1) may, in particular, be used to amend, repeal, revoke or otherwise modify any provision of this Act or any provision made by or under primary legislation passed or made—

s.47(2)(a)

before this Act, or

s.47(2)(b)

later in the same session of Parliament as this Act.

s.47(3)

But the power to amend or repeal any provision made by this Act may not be used after the period of 3 years beginning with the day on which it is passed.

s.47(4)

Regulations under this section—

s.47(4)(a)

may make different provision for different purposes;

s.47(4)(b)

may include transitional or transitory provision or savings.

s.47(5)

Regulations under this section are to be made by statutory instrument.

s.47(6)

A statutory instrument containing regulations under this section that amend or repeal provision made by primary legislation (whether alone or with other provision) may not be made unless a draft of the instrument has been laid before and approved by a resolution of each House of Parliament.

s.47(7)

Any other statutory instrument containing regulations under this section is subject to annulment in pursuance of a resolution of either House of Parliament.

s.47(8)

In this section “primary legislation” means—

s.47(8)(a)

an Act,

s.47(8)(b)

an Act or Measure of Senedd Cymru,

s.47(8)(c)

an Act of the Scottish Parliament, or

s.47(8)(d)

Northern Ireland legislation.

s.48

Extent

s.48(1)

An amendment, repeal or revocation made by this Act has the same extent within the United Kingdom as the provision amended, repealed or revoked.

s.48(2)

The following provisions extend to England and Wales and Scotland only—

s.48(2)(a)

section 3 and Parts 1 and 2 of Schedule 4;

s.48(2)(b)

section 10 and Schedule 10;

s.48(2)(c)

section 12;

s.48(2)(d)

section 15;

s.48(2)(e)

sections 20 to 24;

s.48(2)(f)

section 41.

s.48(3)

The following provisions extend to England and Wales only—

s.48(3)(a)

section 44;

s.48(3)(b)

Part 3 of Schedule 4.

s.48(4)

The following provisions extend to Scotland only—

s.48(4)(a)

section 45;

s.48(4)(b)

Part 4 of Schedule 4.

s.48(5)

The following provisions extend to Northern Ireland only—

s.48(5)(a)

section 6 and Schedule 8;

s.48(5)(b)

section 11 and Schedule 11;

s.48(5)(c)

section 13;

s.48(5)(d)

section 19;

s.48(5)(e)

sections 28 to 36;

s.48(5)(f)

section 42.

s.48(6)

Subject to the above, this Act extends to England and Wales, Scotland and Northern Ireland.

s.49

Commencement

s.49(1)

This Act comes into force on the day after that on which it is passed, subject to subsection (2).

s.49(2)

Paragraph 51 of Schedule 3 comes into force on such day as the Secretary of State may by regulations appoint.

s.49(3)

Different days may be appointed for different purposes.

s.49(4)

The Secretary of State may by regulations make transitional or saving provision in connection with the coming into force of any provision of this Act.

s.49(5)

The power to make regulations under subsection (4) includes power to make different provision for different purposes.

s.49(6)

Regulations under this section are to be made by statutory instrument.

s.50

Short title

This Act may be cited as the Corporate Insolvency and Governance Act 2020.

Sch.1

Moratoriums in Great Britain: eligible companies

Sch.1/schedule(548)

Sch.2

Moratoriums in Great Britain: contracts involving financial services

Sch.2/schedule(550)

Sch.3

Moratoriums in Great Britain: further amendments

Sch.3/schedule(552)

Sch.3(crossheading)(insolvency)(act)(1986)

Insolvency Act 1986

Sch.3 para.1

The Insolvency Act 1986 is amended as follows.

Sch.3 para.2

Omit section 1A (moratorium where directors propose voluntary arrangement).

Sch.3 para.3

In section 2 (procedure where nominee is not the liquidator or administrator), in subsection (1), omit from “and the directors” to the end.

Sch.3 para.4

Sch.3 para.4(1)

Section 4 (decision of the company and its creditors in relation to voluntary arrangement) is amended as follows.

Sch.3 para.4(2)

After subsection (4) insert—

Sch.3 para.5

Sch.3 para.5(1)

Section 4A (approval of voluntary arrangement) is amended as follows.

Sch.3 para.5(2)

In subsection (2)(b), for “(4)” substitute “ (6) ”.

Sch.3 para.5(3)

In subsection (5), for “within the meaning given by paragraph 44 of Schedule A1” substitute “ as defined by section A49(13) ”.

Sch.3 para.5(4)

In subsection (5A), for “within the meaning of paragraph 44 of Schedule A1” substitute “ as defined by section A49(13) ”.

Sch.3 para.6

Sch.3 para.6(1)

Section 5 (effect of approval of voluntary arrangement) is amended as follows.

Sch.3 para.6(2)

After subsection (3) insert—

Sch.3 para.6(3)

In subsection (4) after “subsection (3)(a)” insert “ or dismiss a petition under subsection (3A) ”.

Sch.3 para.7

Sch.3 para.7(1)

Section 7A (prosecution of delinquent officers of company) is amended as follows.

Sch.3 para.7(2)

For subsection (1) substitute—

Sch.3 para.7(3)

In subsection (2)—

Sch.3 para.7(3)(a)

for the words before paragraph (a) substitute “ If it appears to the supervisor that any past or present officer of the company has committed an offence in connection with the voluntary arrangement, the supervisor must forthwith ”;

Sch.3 para.7(3)(b)

in paragraph (b), omit “nominee or”.

Sch.3 para.7(4)

In subsection (8), omit “nominee or”.

Sch.3 para.8

In section 7B (arrangements coming to an end prematurely) omit—

Sch.3 para.8(a)

“or paragraph 36 of Schedule A1”;

Sch.3 para.8(b)

“or, as the case may be, paragraph 37(2)(b)(i) of Schedule A1”.

Sch.3 para.9

In section 115 (expenses of voluntary winding up), at the beginning insert “ After the payment of any liabilities to which section 174A applies, ”.

Sch.3 para.10

In section 122 (circumstances in which company may be wound up by the court), in subsection (1), omit paragraph (fa).

Sch.3 para.11

In section 124 (winding up by the court), omit subsection (3A).

Sch.3 para.12

In section 127 (avoidance of property dispositions etc), after subsection (2) insert—

Sch.3 para.13

Before section 175 (and before the italic heading “Preferential debts” above that section) insert—

Sch.3 para.14

Sch.3 para.14(1)

Section 175 (preferential debts: general provision) is amended as follows.

Sch.3 para.14(2)

In subsection (1), at the end insert

Sch.3 para.14(3)

In subsection (1A), omit “after the expenses of the winding up”.

Sch.3 para.15

Sch.3 para.15(1)

Section 233 (supplies of gas, water, electricity etc) is amended as follows.

Sch.3 para.15(2)

In subsection (1)—

Sch.3 para.15(2)(a)

omit paragraph (ba);

Sch.3 para.15(2)(b)

in the words after paragraph (e), omit “the nominee,”.

Sch.3 para.15(3)

In subsection (4), omit paragraph (ba).

Sch.3 para.16

In section 246ZD (power to assign certain causes of action), in subsection (2)—

Sch.3 para.16(a)

after “under” insert “ or by virtue of ”;

Sch.3 para.16(b)

before paragraph (a) insert—

Sch.3 para.17

In section 246A (remote attendance at meetings), in subsection (10), before paragraph (a) insert—

Sch.3 para.18

In section 246B (use of websites), in subsection (3), before paragraph (a) insert—

Sch.3 para.19

In section 247 (meaning of “insolvency” etc), in subsection (1), after “includes” insert “ the coming into force of a moratorium for the company under Part A1, ”.

Sch.3 para.20

In section 387 (“the relevant date” in relation to preferential debts), omit subsection (2A).

Sch.3 para.21

Sch.3 para.21(1)

Section 388 (meaning of “act as insolvency practitioner”) is amended as follows.

Sch.3 para.21(2)

In subsection (1)(a), for “or administrative receiver” substitute “ , administrative receiver or monitor ”.

Sch.3 para.21(3)

In subsection (4), at the appropriate place insert—

Sch.3 para.22

Sch.3 para.22(1)

Section 411 (company insolvency rules) is amended as follows.