The Companies Act 2006
Overview
The Companies Act 2006 (formerly the Company Law Reform Bill) received Royal Assent on 8th November 2006. The Act will effectively replace existing companies legislation with the exception of provisions relating to company investigations and community interest companies.
What are the benefits to business?
- The statutory statement of directors’ general duties makes the well established law in this area more accessible and brings it into conformity with modern business practise.
- Companies will be able to make greater use of electronic communications with shareholders.
- Liability for reports to the market has been clarified.
- Directors will automatically have the option of filing a service address on the public record (rather than their private home address).
- There will be improved rules for company names.
- Companies will no longer be required to specify their objects
- The company memorandum will become a formal document recording the position at the point of registration with just the articles being the continuing constitutional document.
- Shareholders will be able to agree limitations on the liability of auditors.
Common Questions by Category
| General |
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- What is the Companies Act 2006?
- Why is the Companies Act 1985 changing?
- Where can I get a copy of the Companies Act 2006?
- Who authorised the changes brought about by the Companies Act 2006?
- Where can I get more information about the Companies Act 2006?
- Is the Companies Act 2006 now complete?
- What are the main changes in the Companies Act 2006
- How will the Companies Act 2006 effect my company?
Click here for all General questions |
| Implementation |
- When will the Companies Act 2006 come into force?
- Will there be a notice period following changes made in the Companies Act 2006?
- Will the changes come into effect gradually and when are they to take effect in 2008?
- What Companies House changes were introduced in April 2007?
- Will transitional timetables be issued?
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| Directors - Addresses |
- Will directors still have to provide their residential address to Companies House?
- What does the introduction of service address mean for directors?
- Will a payment be required for directors who wish to file a service address?
- Who will be able to obtain a directors’ residential address from Companies House and why?
- Which directors’ addresses will not be provided to credit reference agencies?
- Does the legislation relating to service addressed allow a ban of up to 5 years if the address was found to be ineffective?
- If a company is in default, will any letter addressed to the directors go to the Service Address or residential address?
- Will Companies House still register ’Confidentiality Order’ for directors under severe threat, as well as the service address option?
- As residential addresses are no longer required, will confidentiality orders need to be renewed?
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| Directors - Other |
- Will there be a minimum and maximum age for directors?
- What will happen to existing under age directors on implementation of the 2006 Act?
- Will the under age directors’ rules apply retrospectively?
- When will the new requirement for each company to have at least one director who is a natural person take effect?
- When the new restrictions on directors are introduced e.g. no sole corporate or under age directors, will they apply to dormant companies?
- What if, as a consequence of the changes, the company does not have an eligible director?
- When will the requirements repealing the need for disclosing other directorships come into force?
- S.288 of the 1985 Act was repealed on 1st October 2007. If a new director is appointed after that date, which company form do I use to comply with the new S.167 2006 Act?
Click here for all Directors - Other questions |
| Secretaries |
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| Accounts and Reports |
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| Accounts and Reports - Members |
- When will it be possible for a company to be relieved from the statutory obligation to allow anyone access to its register of members?
- What is a proper purpose for access to a company’s register of members?
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Meetings and Resolutions |
- A company has called an extraordinary general meeting (EGM) for the 2nd October 2007, does this still need to go ahead?
- After 1st October 2007 does a company still need to hold an extraordinary general meeting (EGM) to pass an extraordinary resolution?
- Has the 2006 Act removed the requirement to pass an extraordinary resolution?
- Can any resolution that was passed as an extraordinary resolution under the Companies Act 1985 now be passed as a special resolution?
- What are the new provisions regarding AGM’s (Annual General Meetings)
- Following the 1st October 2007 are there any wording or requirements changes for passing special / written resolutions?
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Northern Ireland |
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Forms |
- Will there be changes to the current company forms?
- When will form changes come into force?
- Are specimen forms available yet?
- Will new form types have the appropriate clause within the form?
- Will there be updated forms introduced following the 1st October 2007 members changes
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Company Names |
- On similarity of names, what if the company is part of a group?
- In the new Act would the exemption under the 1985 Act from using ‘limited’ in the company name and from requirements in relation to publication of the company name still apply?
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Other |
- Will CH hold seminars regarding the new Act?
- Branch registrations are currently very complicated, will these be made easier?
- Will there also be a model set of articles for companies that are limited by guarantee?
- Will we still have to file a share contract with 88(2)?
- What is the definition of Table A and Model Articles, as there is a lot of confusion whether these are the same of different?
- When will the new Table A be introduced?
- Will Table A be available on the Companies House website?
- Will there be any additional penalties levied under the new Act?
- Did section 809 (2) take effect on 20 January 2007, i.e. the company has to give notice to the Registrar of Companies where the register kept under section 808 (the information disclosed under section 793) is kept available for inspection, and of any change in that place?
- Can you confirm that following the Companies Act 2006 share certificates in UK private companies no longer have to be given under the company seal i.e. share certificates no longer need to be stamped with a company seal?
- If I purchase Memorandum and Articles from a legal stationer before 1st October 2007 to incorporate a company after this date, would they still be accepted for filing?
- Are there any plans that NHS Foundation Trusts and Public Benefit Corporations will fall under the remit of Companies House in the future?
- Does the Companies Act 2006 introduce any changes to minimum share capital for private companies?
- In the Companies Act 2006 Act is there a duty to inform the Registrar of amendments to the Memorandum of association?
Click here for all Other questions |
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