Company Law Club Newsletter 2007-08
Companies Act 2006, Parts 12 and 13, casting vote and new SIs.
1. Companies Act 2006,
Article 3 (parts 12 and 13) has now been published in the legal database
(Parts 1 - 7 were covered in Article
1 and Parts 8, 9 and 10 were covered in Article
2)
This is the third of a series of articles about the new Act, giving an account
of Parts 12 (company secretaries) and 13 (resolutions and meetings). The
latter is particularly important as it makes significant alterations to
previous practice, especially in relation to written resolutions, and came into
effect on 1st. October 2007. The article does not claim to be a comprehensive
account of all the legislative provisions, but highlights those areas where
the law has changed. It also emphasises the areas that are of practical concern
to those who run owner-managed companies, and their advisors. Some areas, judged
to be primarily of academic interest or concerning only public, and especially
listed, companies do not receive detailed treatment.
2. Chair's casting vote
The government's BERR website has posted the following FAQ
Is the effect of sections 281(3) and 282 to abolish the chairman's casting
vote
Yes. Nevertheless, we are considering whether there should be a saving to
the effect that articles of association in force immediately before 1 October
2007 which gave a casting vote to the chairman of a company meeting should continue
to have effect.
Frankly, this is simply not good enough. Urgent action is required. As we
pointed out in Newsletter
2007/06, the abolition of the chair's casting vote for all companies by
accident has had a significant effect on the intended rules for conducting general
meetings. It appears that new articles can effectively restore the chair's casting
vote, if the chair is a member of the company, by re-defining the voting rights
of the member so elected, but many companies will be ignorant of the change
that has been made to their procedures.
3. Statutory instruments
The following statutory instruments have been enacted and can be found in
the legislation
section on the Company Law Club database:
The Limited Liability Partnerships (Amendment) Regulations 2007/2073
The Companies (Interest Rate for Unauthorised Political Donation or Expenditure)
Regulations 2007/2242
The Companies (Tables A to F) (Amendment) Regulations 2007/2541
The Companies (Tables A to F) (Amendment) (No. 2) Regulations 2007/2826
The Companies Act 2006 (Commencement No. 4 and Commencement No. 3 (Amendment))
Order 2007/2607
The Companies (Fees for Inspection and Copying of Company Records) Regulations
2007/2612
The Companies (Cross-Border Mergers) Regulations 2007/2974http://www.opsi.gov.uk/si/si2007/uksi_20073152_en_1
The Company and Business Names (Amendment) (No. 2) Regulations 2007/3152
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