EXECUTIVE SPC'S LIMITED
The Companies Act 2006
The Companies Bill received Royal Assent on 8 November 2006. This was largest Act ever to be passed by Parliament with 1300 clauses and 16 schedules with a total of 701 pages.
We have set out a brief overview of the Companies Act 2006 in relation to private limited companies; please note that the public and quoted provisions are not covered in this overview.
The provisions of the Companies Act 2006 will be brought into force in stages, with all of it in effect by October 2008.
For information on 1st October 2007 Implementations Click Here
For frequently asked questions on the 1st October 2007 Implementations Click Here
For more information on the Companies Act 2006 Click Here to access Companies House - Companies Act - Overview
Company Formation – Requirements
Officers from October 2008
Companies can be incorporated with one person acting as the Director and Shareholder to the company
There will be no need to appoint a Company Secretary (although their duties will still remain) – from April 2008
Corporate Directors cannot be appointed unless there is a natural person acting as director.
Children under the age of 16 may not be appointed as directors – from October 2008.
Authorised Share Capital from Otober 2008
To be abolished and a statement of capital and initial shareholdings required on incorporation. Form 10 will be changed accordingly
Memorandum – October 2008
This will be replaced with a shorter document stating that the members wish to form a company and agree to take one share. No object clause will be required as the new law provides that the company has the same legal capacity as a natural person. A standard set of articles will replace the existing Table A based articles of association.
Form 12 (Statutory Declaration)
To be replaced by a “statement of compliance”.
Table A – 1st October 2007
The current version of Table A has been amended to include the new director’s duties and changes to resolutions and meetings
Directors – Service Address – from October 2008
All directors will be obliged to register a service address at Companies House as well as a residential address. The service address will be public and the residential address will be confidential – the service address can be the registered office of the company or can be the same as the director’s residential address.
Corporate directors however, will still need to provide details of their registered office address
The Register of Directors must state the service address but also the country or state or part of the UK where the director is usually resident. i.e. The service address is “The Company’s Registered Office address” Director Resides in Canada.
Authorised Signatory from October 2008
Details of any person appointed as authorised signatory for the company must be produced on incorporation of the company
Statutory Registers
Two additional new registers are to be kept – The Register of Director’s Residential addresses and the Register of Authorised Signatures.
The registers of members must be kept for 10 years instead of 20 years
Board minutes must be kept for 10 years
There will be no need to keep a register of directors interests
Filing of Accounts from April 2008
The period of filing accounts has been reduced from 10 months to 9 months for a private company and 7 months to 6 months for a Public company
Annual General Meetings – From October 2007
A private company is not required to hold an annual general meeting
Issue of Shares from October 2008
A private company with only one class of shares may allot shares without shareholder authority, unless its articles state otherwise.
Shares can be issued direct to bearer without first being issued in registered form
Shares may be denominated in any currency but must always have a par value.
Other
Provisions have been included to prevent company names being registered to exploit third party’s goodwill in a name and the prevention of the registration of too similar names
More flexibility to enable the company to set the level of shareholder approval necessary to change its name.
It will be easier to allot redeemable shares
Consent to short notice will change to 90% from 95% for the majority necessary for meetings and resolutions. From October 2007
Directors will be subject to a statutory code of director’s duties.
DBERR issued a statement about the recent consultation (DBERR Statement)
Detail of the responses to the consultation has been added to the draft regulations part of the DBERR website next to the relevant draft regulation.
For more information Click Here
DBERR have also updated their frequently asked questions. For more information Click Here
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