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Company Law

Much of company law is reserved to the UK Parliament. The Scottish Government is in touch with the UK Government as it progresses the implementation the Companies Act 2006 and a revision of Part 25 of that Act. The Scottish Government also liaises with the UK Government as regards the on-going development of EU legislation on company law.

Responsibility for 'floating charges' in Scotland is devolved and the Scottish Government is currently considering how best to take forward Part 2 of the Bankruptcy and Diligence etc (Scotland) Act 2007, which modernises the law on floating charges and provides for the establishment of a Scottish Register of Floating Charges. To assist with this Registers of Scotland led a Technical Working Group to map out the practical foundation work for moving towards the establishment of a Scottish Register of Floating Charges. The Group's Report was presented in August 2011 and is under consideration.

Separately, the Scottish Government consulted in 2010 on the efficacy of Section 51(1) of the Insolvency Act 1986, which makes provision for the power to appoint a receiver where there is a floating charge in existence. The Scottish Government issued a consultation paper; responses to this consultation and a summary analysis are now available. The subsequent Insolvency Act 1986 Amendment (Appointment of Receivers) (Scotland) Regulations 2011 (SSI 2011/140) amended section 51 of the 1986 Act, in relation to the appointment of receivers to enforce floating charges, to clarify that the holder of a floating charge granted by a borrowing company which does not have its 'centre of main interest' or an 'establishment' in the UK may appoint a receiver in respect of the property of that company situated in Scotland.