Company Law Club Newsletter 2007/02, Companies Act 2006 (1)
Companies Act 2006
This Act is a major overhaul and re-enactment of UK companies legislation
comprising 1300 sections and 16 schedules, and even then much of it is
to be supplemented by secondary legislation. Some minor parts of it are
already in force but many will not come into effect until October 2008.
Changes already in force
Click here
for an account of these on the Company Law Club website.
There have been two commencement orders so far. The first brought in some
changes from 1st. January 2007. The change which potentially affects all
companies is that the information required on company's notepaper must
now be shown on all electronic communications, including emails and websites.
Many companies are currently still in default of this provision.
The electronic communications provisions of the new Act were also brought
into effect. The general principle is that companies should, subject to
shareholder approval, be able to default to using e-communications for
all notices. Individuals however will retain the right to receive information
on paper if they wish. The company communications provisions set out in
the Act apply to all companies, public and private.
From 6th. April 2007 more provisions came into effect, the most important
of which is the repeal of the legislation on directors' interests. The
'old law' required all directors to notify the company of their interests
in the company's shares and debentures. The company had to keep a register
of directors' interests and include these details in their annual report.
These requirements are now repealed.
Company Law Club coverage
Like everyone else, we will have to update our information in stages.
As well as modifying all affected Topics in the database over the next
year and keeping the Companies legislation section up to date, we will
publish on the website a series of articles outlining the main effects
of the Act, and the changes to the law its implementation will involve.
We will not cover all of the Act as some parts are outside our main areas
of interest.
So far, the following sources of information are in place (click on the
links to visit these pages):
The Legislation
section of the CLC database has been updated to include the text of
the new Act and the commencement orders that have already been passed.
Articles already on the website include:
1. Introduction
to the Act
2. Provisions
in force as at April 2007
3. Proposed
timetable for future implementation
4. A list
of Parts and Chapters
Detailed articles to be published:
As well as updating the database in stages, we publish on the website
a series of articles, outlining the main provisions of the Act. These
will concentrate on the areas where the law has changed substantially,
will be practical in nature and will concentrate on the areas of concern
to owner-managed businesses and their professional advisors. Areas judged
by us to be of purely academic interest or of concern only to PLCs or
listed companies will be covered on in outline or, in some cases, not
at all. Whenever one of these articles is published we will send an email
to announce it.
Article 1. (Scheduled for publication late June 2007)
Types of company, company formation, articles of association, capacity
of company and power of directors to bind it, formalities of doing business,
company names, registered office re-registrations (private company becoming
public, etc).
Article 2. (Scheduled for publication late July 2007)
Members and directors
Article 3.
Resolutions and meetings
Article 4.
Shares
Article 5.
Debentures and charges
Article 6.
Reduction of capital, buy back, financial assistance
Article 7.
Minority protection
Article 8.
Miscellaneous provisions
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