Companies Act 2006 s.1297 – Continuity of the law

(1)This section applies where any provision of this Act re-enacts (with or without modification) an enactment repealed by this Act.

(2)The repeal and re-enactment does not affect the continuity of the law.

(3)Anything done (including subordinate legislation made), or having effect as if done, under or for the purposes of the repealed provision that could have been done under or for the purposes of the corresponding provision of this Act, if in force or effective immediately before the commencement of that corresponding provision, has effect thereafter as if done under or for the purposes of that corresponding provision.

(4)Any reference (express or implied) in this Act or any other enactment, instrument or document to a provision of this Act shall be construed (so far as the context permits) as including, as respects times, circumstances or purposes in relation to which the corresponding repealed provision had effect, a reference to that corresponding provision.

(5)Any reference (express or implied) in any enactment, instrument or document to a repealed provision shall be construed (so far as the context permits), as respects times, circumstances and purposes in relation to which the corresponding provision of this Act has effect, as being or (according to the context) including a reference to the corresponding provision of this Act.

(6)This section has effect subject to any specific transitional provision or saving contained in this Act.

(7)References in this section to this Act include subordinate legislation made under this Act.

(8)In this section “subordinate legislation” has the same meaning as in the Interpretation Act 1978 (c. 30).

Read section 1297 in the full Act → Definitions (1) Cases (3)

Definitions used in section 1297

enactment

In this Act, unless the context otherwise requires, “enactment” includes—

(a)an enactment contained in subordinate legislation within the meaning of the Interpretation Act 1978 (c. 30),

(aa)an enactment contained in, or in an instrument made under, a Measure or Act of the National Assembly for Wales,

(b)an enactment contained in, or in an instrument made under, an Act of the Scottish Parliament, and

(c)an enactment contained in, or in an instrument made under, Northern Ireland legislation within the meaning of the Interpretation Act 1978.

Defined in s.1293 · see it in the full Act

Cases considering section 1297 (3)

Lidl Logistics Ltd & Anor v Lidl Stiftung & Co KG

[2023] EWHC 2760 (Ch) · 11 October 2023Limits

The court interprets section 1297(1) as applying where the Act re-enacts a repealed enactment. It does not address retrospectivity or create immunity for acts undertaken under earlier legislation (see paras [28]-[30]). The court treats section 1297(2) as preserving continuity of the law when an enactment is repealed and re-enacted. It does not prevent later legislation from governing existing company names (see paras [28]-[30]). The court treats section 1297(3) as giving continuing effect to things done under a repealed provision where the statutory conditions are met. It did not confer immunity on a company name because section 69 was new and had no corresponding provision in the Companies Act 1985 (see paras [29]-[30]).

Rahman v Malik & Ors

[2008] EWHC 959 (Ch) · 27 February 2008

The court adopted the construction that proceedings under s 459 of the 1985 Act continued under s 994 after the relevant provisions of the 2006 Act came into force (see para [1]).

Hawkes v Cuddy & Ors

[2007] EWHC 2999 (Ch) · 13 December 2007

The provision caused the petition, although presented before the new provisions commenced, to proceed under the re-enacted unfair-prejudice provisions of the 2006 Act (see para [201]).

What each judgment says about section 1297 is in the case-law panel in the full Act.

Explanatory note

1722.This section provides that things done under the provisions in the 1985 Act that are repealed and replaced by the Act will continue to be legally effective. Similarly, references to the repealed provisions in enactments, instruments or documents are to be construed as including references to the corresponding new provision.

1723.Articles of association, company resolutions and contracts are all likely to refer to provisions of the Companies Acts or to rely for their effect on the way in which those provisions work. Except where a change is intended, those articles, resolutions and contracts should continue to have effect, not only with old references converted into new but also with their legal effect capable of continuing despite verbal differences between the old and the new.

1724.The section applies automatically in all cases in which it is capable of applying. It is in addition to any more specific transitional provisions, which may be included in commencement orders by use of the power in section 1296.

All the explanatory notes for the Act

Amendments and notes

2 notes from legislation.gov.uk

Modifications

C1848S. 1297 modified (6.4.2007) by The Companies Act 2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (S.I. 2007/1093), art. 10 (with art. 11(1))
C1849S. 1297 applied (with modifications) (1.10.2009) by The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 (S.I. 2009/1804), regs. 2, 82