Company Law Club Newsletter 2008-01
In this Newsletter
1. Chair's casting vote restored for pre-October 2007 companies
2. 'Final' commencement dates for Companies Act 2006
3. New fast track procedure for trade mark registrations
1. Chair's casting vote restored for pre-October 2007 companies
The unfortunate effects of sec281 CA 2006 have been mitigated by a provision
hidden in Schedule 5 of the Companies
Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007,
2007/3495. This has been done by amending the earlier commencement No. 3
Order, by adding a new paragraph to Part 1 of Schedule 2 of that Order, stating:
'23A.-(1) This paragraph applies where, immediately before 1st October 2007,
the articles of a company provided that in the event of equality of votes on
an ordinary resolution, whether on a show of hands or on a poll, the chairman
should have a casting vote in addition to any other vote that the chairman might
have.
(2) If that provision has not been removed by a subsequent alteration of the
articles, it continues to have effect notwithstanding sections 281(3) and 282.
(3) If that provision has been removed by a subsequent alteration of the articles,
the company may at any time restore that provision, which shall have effect
notwithstanding sections 281(3) and 282.'
It is, of course, very good news that the position set out in companies' articles
on this issue has been restored. It is, however, fair to comment that for such
a significant legal provision to be located in a schedule of one commencement
order, which amends a schedule of a previous commencement order, is hardly making
the law accessible for those most affected, the owner managers of small and
medium-sized companies.
2. 'Final' commencement dates for Companies Act 2006
The government has announced another commencement timetable for the remaining
provisions of the Companies Act 2006. Click
here to visit the timetable on the BERR website.
It has also announced that there will be no changes to the current Table A (i.e.
the amended version which came into effect on 1st. October 2007) in April 2008
(when more sections of the 2006 Act come into effect, including those on company
secretaries). Click
here to see this notice.
The Companies
Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007,
2007/3495 , has been added to the new legislation section of the website.
The following provisions are among those coming into effect on 6th. April
2008:
Part 4 A company's capacity and related matters
Sec44 only (execution of documents, consequential on a private company not
being required to have a secretary)
All other sections of this Part come into effect on 1st. October 2009
Part 8 A company's members
The following sections only:
Sec121 (former members may be removed from register of members after 10 years
Sec128 (time limit for claims against the company for errors on regsiter of
members is 10 years)
All other sections of this Part come into effect on 1st. October 2009
Part 12 Company secretaries (including that a private company need not
have a secretary)
Except sec270(3)(b)(ii) (allowing directors to authorise someone to do something
that should be done by a secretary), and sec275 - sec279 (new rules on register
of secretaries, which refer to service addresses). Both these sections come
into effect on 1st. October 2009
Part 15 Accounts and reports and Part 16 Audit
Apart from sec417 (contents of directors' report: business review, into effect
on 1st. October 2007), sec463 (liability for false statements in business report,
into effect 20th. January 20070 and sec485 - sec488 (prevention by members of
deemed re-appointment of auditor, into effect on 1st. October 2007)
Part 19 Debentures
All sections
Part 20 Private and public companies
All sections
Part 21 Certification and transfer of securities
All sections
Part 22 Interests in a company's shares
sec811(4), sec812, sec814 (inspection of register of interests)
Part 23 Distributions
All sections
Part 26 Arrangements and reconstructions
All sections
Part 27 Mergers and divisions of public companies
All sections
Part 39 Minor amendments
Most sections
The following provisions will come into effect on 1st. October 2008:
Part 5 A company's name
Sec69 - sec74 (new right of objection to registration of a company name)
and sec 82 - sec85 (trading disclosures) only. See CLC
article Companies Act 2006, article 1 for a short account of these provisions.
All other sections of this Part come into effect on 1st. October 2009.
Part 10 A company's directors
Sec155 - sec159 (companies must have at least one director who is a natural
person), sec175 - sec177 (some directors' duties), parts of sec180 (consent,
approval or authorisation by members), parts of sec181 (charitable companies)
, sec182 - sec187 (declaration of interest in existing transaction) only.
Most of this Part came into effect on 1st. October 2007, though sec162 - sec167
(register of directors) and sec240 - sec247 (directors' residential addresses)
do not come into effect until 1st October 2009.
See CLC article Companies Act 2006, article
2 for a short account of Part 10.
Part 14 Political donations
Provisions relating to independent election candidates
Part 17 Share capital
Sec641 (part), sec642, sec643, sec645 (all relating to reduction of share capital)
All other sections of this Part come into effect on 1st. October 2009.
Part 18
Restrictions in CA 1985 on a private company giving financial assistance to
the acquisition of its own shares are repealed.
3. New fast track procedure for trade mark registrations
The Trade Marks
and Trade Marks (Fees) (Amendment) Rules 2008/0011 have been added to
the Legislation section of the website.
These Rules amend the Trade Mark Rules 2000 (SI 2000/136) ("the 2000 Rules")
and the Trade Marks (Fees) Rules 2000 (SI 2000/137) to provide that the applicant
for registration of a single trade mark (but not a series of trade marks) may
request that the registrar notify him within 10 business days whether or not
the requirements for registration re met. Such request must be filed electronically
on Form TM3 and be accompanied by an additional fee of £300.
More details are available on the IPSO
press release.
|
