Becoming a community interest company: notice to registrar of court application or order

paragraph 37B(4) of SCHEDULE 1 of The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009

• Revoked
• Strict liability
• Summary only
• Corporate, financial services, company law, employment, charity, electoral and tax

The provision has been revoked and no saving provision preserving liability for earlier conduct was found.

What the provision says

4 If a company fails to comply with subsection (2) or (3) an offence is committed by— a the company, and b every officer of the company who is in default.

Text as made, from legislation.gov.uk. © Crown copyright, reused under the Open Government Licence v3.0. This is the text as originally made; later amendments are not shown here.

Who it binds, and what has to be proved

Binds

a company

Conduct

failing to do something the instrument requires

Fault element

Strict liability

Burden of proof

No statutory defence — prosecution proves everything

The prosecution must prove that the conduct happened. This is a strict liability offence as drafted: the provision uses no word of intention, knowledge, recklessness or negligence, so there is no need to show that a company meant to do it, knew about it, or was careless.

Intention, knowledge and carelessness are irrelevant to guilt. They may still matter a great deal to sentence.

The provision states no defence, so the prosecution bears the burden on every element of the offence.

Classifier’s reasoning: no word of intention, knowledge, recklessness or negligence in the offence or its provision.

What would breach paragraph 37B(4) of SCHEDULE 1?

These are illustrations, not law. They are generated from the provision’s own words to show the shape of the offence. Whether any particular conduct is caught depends on the full text, on any amendment since, and on the facts.

1. Not doing what the provision requires under the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009, by the time it requires it to be done.
2. Doing it, but not in the manner or to the standard the instrument specifies.

Penalty

Mode of trial

Summary only — tried in a magistrates’ court

Maximum fine

£1,000

Standard scale

Level 3

Maximum prison (summary)

Not determined

Sentencing

Offences of this kind are usually sentenced under the guidelines below. This is a mapping by subject, not a finding about this provision, and the links go to a search of the Sentencing Council’s own site.

• Sentencing organisations: fines and the means of a corporate defendant All courts in England and Wales

  How a fine on a company is arrived at from its turnover. Relevant far beyond the guidelines that state it, because a very large share of the offences in this corpus can only be committed by an organisation.

• Fraud, bribery and money laundering offences: definitive guideline Magistrates' courts and the Crown Court in England and Wales · in force from 1 October 2014

  Covers fraud, false accounting, bribery and money laundering, including offences committed by organisations.

• Reduction in sentence for a guilty plea: definitive guideline All courts in England and Wales · in force from 1 June 2017

  The sliding scale of credit for pleading guilty, from one third at the first stage of proceedings downwards.

• General guideline: overarching principles All courts in England and Wales · in force from 1 October 2019

  The guideline a court uses when there is no offence-specific guideline, which is the position for the overwhelming majority of offences created by statutory instrument. It sets out how culpability and harm are assessed from first principles.

• Totality: definitive guideline All courts in England and Wales

  How to sentence more than one offence at once so that the total is just and proportionate - frequently in point here, because regulatory prosecutions commonly charge several breaches of the same instrument.

Prosecution figures

No published per-offence figure was found for this provision, and it could not be matched to a Ministry of Justice offence code. Offences created by statutory instrument very largely do not have one. Absence of a figure is not evidence that the offence is unused.

Status and lifecycle

Current status

Revoked

Revoked by

The Housing (Scotland) Act 2010 (Consequential Provisions and Modifications) Order 2012

Revoked on

1 April 2012

Made

21 July 2009

In force from

1 October 2009

Extent

Not stated

How this was established: the instrument was revoked by a later instrument found in this corpus.

What the instrument is for

(This note is not part of the Order) — the explanatory note published with the instrument, © Crown copyright.

The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860 (C.126)) brings into force almost all the remaining provisions of the Companies Act 2006 on 1st October 2009. This Order makes consequential amendments, repeals and revocations. It also contains some further transitional provisions and savings.

Read the full note and every offence in this instrument

What Parliament said

Mentions of this instrument in Hansard. Parliamentary material is reused under the Open Parliament Licence v3.0.

• Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 Lords · 6 July 2009 · Lord Young of Norwood Green

  That the Grand Committee do report to the House that it has considered the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009. Relevant document: 18 th Report from the Joint Committee on Statutory Instruments.

• Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009 Lords · 6 July 2009 · The Parliamentary Under-Secretary of State, Department for Business, Innovation and Skills (Lord Young of Norwood Green)

  The final debate concerns three draft consequential amendments orders: the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009; the Companies Act 2006 (Consequential Amendments) (Taxes and National Insurance) Order 2009; and the Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009. The Companies Act 2006 updates company law to ensure that it…

• Business without Debate Commons · 13 July 2009 · Mr. Speaker

  With the leave of the House I shall put motions 4 to 7 together. Motion made, and Question put forthwith (Standing Order No. 118(6)), Companies That the draft Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009, which was laid before this House on 17 June, be approved. That the draft Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009, which…

• Localism Bill Lords · 17 October 2011

  248ZLA: Schedule 25, page 435, line 25, at end insert— “Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (S.I. 2009/1941) In Schedule 1, paragraph 157.”

Other offences in the same instrument

• Companies (Audit, Investigations and Community Enterprise) Act 2004 (c. 27)paragraph 231(5) of SCHEDULE 1
• Failure by old public company to obtain new classificationparagraph 6(1) of SCHEDULE 3
• Old public companies: trading under misleading nameparagraph 8(1) of SCHEDULE 3

How this was identified as an offence

Everything above rests on the judgement that this provision creates a criminal offence, rather than mentioning one. That judgement is made by rule, from the words of the provision, and this is the rule that made it — with a confidence of 0.55.

Basis

c06_offence_committed

Confidence

0.55 of 1.00

A provision that states a penalty for an offence created elsewhere can read very like one that creates an offence, and the rules can mistake the one for the other. If the text quoted above sets a penalty for something made an offence by another provision, treat the classification on this page with that in mind, and read the instrument.

Check the source

• This provision on legislation.gov.uk The authoritative text. Check it before relying on anything here.
• The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 Every offence this instrument creates, and its explanatory note
• Corporate, financial services, company law, employment, charity, electoral and taxOther offences on the same subject
• Offences created in 2009