Companies Legislation
The following is a list of the main UK Companies legislation.
This is a very large grouping of legislation which covers both "new law"
under the Companies Act 2006 and the "old law" under previous Acts.
It is ordered accordingly:
Companies Act 2006
Pre-2006 companies legislation (Acts of Parliament)
Statutory Instruments:
1.Pre-2006 Act company law
2.Companies Act 2006
3.Limited Liability Partnerships
4.Company Insolvency
5.Partnerships
6.Trade Marks
7.Financial Services and Markets
Companies
Act 2006
This major reform of Company Law is not yet in force. So far the Company Law
Club coverage is:
Introduction
First Company Law Club Article (the first 7 parts
of the Companies Act 2006)
Second Company Law Club Article (Parts 8,9 &
10 of the Companies Act 2006)
Text of the Act on IPSO website
Provisions already implemented at April 2007
Provisions implemented in October 2007
Proposed timetable for implementation
A list of all parts and chapters
Company Law Club new legislation section (for
commencement orders, etc)
DTI
website
See the Statutory Instruments below for Commencement
Orders and Regulations on the Companies Act 2006
Acts of Parliament and statutory instruments
The main legislation is in Acts of Parliament, such as the Companies Act 1985,
but many smaller details are to be found in statutory instruments (delegated
legislation made under the authority of the parent Act). Internet access has
improved recently, and growing. The full text of all Acts of Parliament since
1988 is available on the Office
of Public sector Information (formerly HMSO) website. Although this does
not yet include the 1985 Act, it does have the 1989 Act. The full text of all
statutory instruments since 1987 is also available on the OPSI website.
Companies Act 1985
The main statutory framework for UK company law, it was a consolidation of previous
legislation when passed in 1985. It was amended by the Companies Act 1989. When
these amendments were made some existing sections of the 1985 Act were replaced
with new wording and new sections were added (e.g. CA 1985, sec3A is a section
of the 1985 Act, but was actually passed in 1989). This can cause confusion
when consulting printed versions of the Act. It is important to refer to an
amended edition.
The Company Law Club database does not contain the full text of the Act and
(so far as we are aware) it is not available from any other free on-line source.
The database does, of course, refer to many sections of the Act and the database
can be searched for these sections by number (using the special search facility)
or by subject matter.
Companies
Act 1989
Much of this Act was brought into effect by a series of Commencement Orders
over the following years. These orders are not listed here. A major section
of the Act, Part IV, sections 92 - 107, relating to the registration of charges
on companies' property, has not been brought into effect and probably never
will.
Business Names Act 1985
This Act is relevant where a company (or indeed a sole trader or a partnership)
uses a name other than its own for business purposes.
Insolvency Act 1986
The main statutory provisions on bankruptcy, company liquidation, receivership,
administration, etc. The full text is available on the Insolvency
Service website. The 1986 Act has been amended by the Insolvency
Act 1994 and the Insolvency
(No. 2) Act 1994.
Both these Acts (and recent statutory instruments) are to be found at the same
reference. The Act is supplemented by the Insolvency Rules 1986 (as amended)
see Statutory Instruments, below. The Act is further amended by the Insolvency
Act 2000.
Company Directors Disqualification Act 1986
Orders can be made under this Act that a person is disqualified from being a
director of a company or being involved in the management of a company on various
grounds for up to 15 years. The Insolvency service website gives detailed information
on this at www.insolvency.go.uk
Financial Services Act 1986
This was the main legislation on financial services, including public offers
of shares, etc. Much of this Act has been replaced by the Financial
Services and Markets Act 2000
Stock Transfer Act 1963
Established the stock transfer form as the standard form for the transfer of
all company shares, government stock, etc.
Limited Liability Partnerships Act 2000
This Act can be accessed from the IPSO
website
A detailed account of the Act is available
on this website.
This Act created a new form of organisation for businesses, the Limited Liability
Partnership (LLP), a hybrid between the existing partnership and the limited
company. An LLP is a separate legal entity and its members have full limited
liability. It is created by registration at Companies House. There is no requirement
to register (or even have) a written partnership agreement. At least two of
the members must be named as 'designated members', who accept responsibility
for sending information to Companies House.
An LLP is subject to the same rules as a private limited company for the registration
and auditing of its accounts. The same exemptions are available.
The Act does not impose a structure for the management of an LLP. There is no
statutory provision for general meetings, directors, company secretary, share
allotments, etc. As with the existing partnership, these are matters for the
partnership agreement (if any). Implied terms, which apply in the absence of
agreement to the contrary, are provided by regulations.
The LLP is to be treated for tax purposes as an ordinary partnership: i.e. the
partners will be liable to Schedule D income tax and Capital Gains Tax.
Financial Services and Markets Act 2000
Available on the IPSO
website
A detailed account of the Act is available
on this website. This account was written just after the Act was passed.
This substantial piece of legislation, comprising over 400 sections and 22 schedules,
was given the Royal Assent on 14th. June 2000. This Act provides the legal framework
for the Financial Services Authority, which takes over as the single regulator
of the financial services industry and gives the FSA a range of statutory powers.
A major change for the professions is that professional firms (such as solicitors,
accountants and actuaries) carrying on mainstream regulated activities will
be authorised and regulated directly by the FSA, instead of their professional
bodies.
The Act sets up the Financial Services and Markets Tribunal, establishes a single
financial services ombudsman and compensation schemes for consumers of financial
services.
There are aspects of this Act that may be regarded as traditional company law
topics. These include the rules on listing particulars and prospectuses (including
liability for misleading statements, etc.), and the modern successor to the
licensed dealers rules, restricting participation in the business of securities
dealing to those who are authorised or exempt.
The FSA is made the competent authority for maintaining the official list of
securities, taking over from the Stock Exchange.
Part VIII of the Act allows the FSA to impose penalties for market abuse or
to publish a public statement that someone has engaged in market abuse. The
Act sets out the kinds of behaviour which constitute market abuse and places
a duty on the FSA to produce a code.
The FSA has very wide powers to require the production of information and documents,
reports to be compiled, to conduct investigations and to obtain access to premises.
Enterprise Act
2002
This Act made a considerable impact on personal bankruptcy, which is beyond
the scope of this website, but had substantial company law effects too. The
position of the holder of a floating charge was dramatically affected, removing
the ,right to appoint a receiver (for charges created from 15.9.2003), and corporate
insolvency generally was recast, by shifting the emphasis from liquidation to
company administration. For a brief account click
here.
Companies (Audit,
Investigations and Community Enterprise) Act 2004
Part 1 of this Act is intended to strengthen the independence of the
system of supervising auditors, the enforcement of accounting and reporting
requirements, the rights of auditors to information and the company investigations
regime; and relaxes the prohibition on provisions made by companies to indemnify
directors against liability to third parties.
Part 2 provides for a new corporate vehicle, the "community interest company",
intended to make it simpler and more convenient to establish a business whose
profits and assets are to be used for the benefit of the community. There is
a statutory "lock" on the profits and financial assets of CICs and,
where a CIC is limited by shares, power to impose a "cap" on any dividend.
Companies wishing to become a CIC are required to pass a community interest
test and to produce an annual report showing that they have contributed to community
interest aims. A new, independent Regulator is responsible for approving the
registration of CICs and ensuring they comply with their legal requirements.
He will have powers to obtain information from CICs, appoint, suspend or remove
CIC directors, make orders in respect of the property of CICs, apply to the
court for a CIC to be wound up and set the dividend cap.
For a description of the Community Interest Company click
here.
Companies Act
2006
This major reform of Company Law will be covered in detail in due course. Most
of the Act is not yet in force
See the Statutory Instruments below for Commencement Orders and Regulations
STATUTORY INSTRUMENTS
COMPANY LAW PRE-2006
The following are some of the more important statutory instruments concerning
company law prior to the Companies Act 2006.
Company and Business Names Regulations1981/1685 (amended
1992/1996) The list of sensitive words and phrases which require consent for
use in a company name. This list is available on the Club database. Click here.
Companies (Registers and other Records) Regulations 1985/724
Minor regulations about statutory registers, including keeping them as computer
records.
Companies (Tables A to F) Regulations 1985/805 (amended by 1985/1052)
and further amended in 2000 (see below).
Specimen memoranda and articles. The full text of Table
A is available on the Club database.
European Economic Interest Groupings Regulations 1989/638
Implemented Council Regulation (EEC) No. 2137/85 to provide for EEIGs to be
registered in UK. The Companies House website has details of EEIGs at http://www.companieshouse.gov.uk/about/gbhtml/gb04.shtml
Companies (Inspection and Copying of Registers, Indices and Documents)
Regulations 1991/1998
Regulations for inspection and provision of copies of statutory registers.
Companies (Single Member Private Limited Companies) Regulations
1992/1699 Implement EC Council Directive No. 89/667/EEC on single member private
limited companies, with consequential amendments to Companies Act 1985.
Companies
Act 1985 (Audit Exemption) (Amendment) Regulations
2000/1430
Increases the turnover for audit exemption from £350,000 to £1,000,000 and provides
that dormant companies do not have to pass a special resolution to that effect.
Unrestricted
Securities (Amendment) Regulations 2000/1682
(relates to CRESTco transfers)
The
Stamp Duty Reserve Tax (UK Depositary Interests in Foreign Securities) (Amendment)
Regulations 2000/1871
These Regulations amend the Stamp Duty Reserve Tax (UK Depositary Interests
in Foreign Securities) Regulations 1999 (S.I. 1999/2383) which provide for UK
depositary interests in foreign securities to be excluded from the definition
of "chargeable securities" in Part IV of the Finance Act 1986 for the purposes
of stamp duty reserve tax.
One of the conditions contained in the definition of "foreign securities" in
regulation 2 of the principal Regulations is that the securities are of the
same class as securities listed on a recognised stock exchange outside the United
Kingdom. The amendments made by these Regulations relax that condition so as
to include securities listed on any recognised stock exchange.
The
Insider Dealing (Securities and Regulated Markets) (Amendment) Order 2000/1923
This Order makes changes to the list, in article 9 of, and the Schedule
to, the Insider Dealing (Securities and Regulated Markets) Order 1994, of markets
which are "regulated markets" for the purposes of insider dealing. It also adds
to the list, in article 10 of the 1994 Order, of regulated markets which are
"regulated in the United Kingdom" for the purposes of the territorial scope
of the offence of insider dealing.
The
Companies (Welsh Language Forms) (Amendment) Regulations 2000/2143
SI
2000 No.3325 The Companies (Fees) (Amendment) Regulations 2000/3325,
The
Open-Ended Investment Companies (Investment Companies with Variable Capital)
(Fees) (Amendment) Regulations 2000/3324 and The
European Economic Interest Groupings (Fees)(Amendment) Regulations 2000/3412
These increase some Companies House fees with effect from 2nd April
2000. The main change is to increase microfiche charges from £5.00 to
£6.50.
The
Companies Act 1985 (Electronic Communications) Order 2000/3373
This Order is more significant than its title might suggest. It allows companies
to send notices, copies of accounts, etc., to shareholders, auditors and debenture-holders
by any manner of electronic means (telephone, fax, e-mail, posting on a website,
etc.). It also facilitates the extension of electronic filing at Companies House,
and allows shareholders to lodge proxy forms and other notices with the company
by electronic means.
Of much greater general significance is that the Order makes significant changes
to Table A with effect from 23.12.00. Any company adopting articles based on
Table A after this date will be adopting the amended regulations.
The new Table A has been added to the website. All companies registered by the
Company Law Club Services Department since the beginning of 2001 have articles
based on the new Table A.
The Companies (Unregistered
Companies) (Amendment) Regulations 2001/86
Applies regulations about political donations by companies to unregistered
companies
The
Company and Business Names (Amendment) Regulations 2001/259
Amend the Company and Business Names Regulations 1981 so that the words
"Chamber of Commerce" to "Chamber of Trade" are replaced
by a longer list of similar terms (and their Welsh equivalents).
The Companies (EU
Political Expenditure) Exemption Order 2001/445
This Order exempts certain types of EU political expenditure incurred by
companies and subsidiary undertakings of the description specified in the Order
from the requirement for it to be approved by the company incurring the expenditure
under section 347C of the Companies Act 1985 or by the holding company of the
company or subsidiary undertaking incurring the expenditure under section 347D
or E of the Companies Act 1985.
The
Solicitors' Incorporated Practices (Amendment) Order 2001/645
Amends the Solicitors' Incorporated Practices Order 1991 to limited liability
partnerships and to their members.
The Companies (Disqualification
Orders) Regulations 2001/967
These Regulations revoke and replace the Companies (Disqualification Orders)
Regulations 1986 (S.I. 1986/2067) ("the 1986 Regulations") and take
into account certain amendments made to the Company Directors Disqualification
Act 1986 (c. 46) ("the CDDA") by the Insolvency Act 2000 (c. 39) and
regulations made under the Limited Liability Partnerships Act 2000 (c. 12).
They come into force on 6 April 2001, and apply to any disqualification order
made after that date, and to any grant of leave or action taken by a court after
that date in consequence of which a disqualification order or undertaking (whenever
made or accepted, as the case may be) is varied or ceases to have effect.
The Electronic Signatures
Regulations 2002/318
These Regulations implement Directive 1999/93/EC of the European Parliament
and of the Council on a Community framework for electronic signatures[5]. The
provisions of this Directive which are implemented relate to the supervision
of certification-service-providers, their liability in certain circumstances
and data protection requirements concerning them; provisions in the Directive
relating to the admissibility of electronic signatures as evidence in legal
proceedings were implemented by section 7 of the Electronic Communications Act
2000 (2000 c. 7).
The Companies (Particulars
of Usual Residential Address) (Confidentiality Orders) Regulations 2002/912
Section 45 of the Criminal Justice and Police Act 2001 inserted sections 723B
to 723F into the Companies Act 1985 ("the 1985 Act"). Those sections
provide for a system of granting confidentiality orders to directors and secretaries
of companies formed under the 1985 Act and directors, secretaries and permanent
representatives of oversea companies with a place of business, or a branch,
in Great Britain within the meaning of the 1985 Act.
Confidentiality orders are granted to individuals on application to the Secretary
of State when she is satisfied that the availability for inspection of the usual
residential address of that individual in the records of the registrar of companies
creates, or is likely to create, a serious risk that the individual, or a person
who lives with him, will be subjected to violence or intimidation. The effect
of the order is that all notifications to the registrar of companies subsequent
to the granting of the order in respect of the usual residential address of
the beneficiary of an order are kept as confidential records by the registrar
which do not form part of his records available for public inspection. These
Regulations make further provision for the implementation of the system and
for supplemental and consequential amendments to the 1985 Act.
The Companies (Summary
Financial Statement) Amendment Regulations 2002/1780
These Regulations amend the Companies (Summary Financial Statement) Regulations
1995 (S.I. 1995/2092) following the introduction by the Directors' Remuneration
Report Regulations 2002 (S.I. 2002/1986) of a requirement that certain companies
should produce a directors' remuneration report. Some companies which are permitted
under section 251 Companies Act 1985 to produce a Summary Financial Statement
are required to produce a directors' remuneration report.These Regulations expand
the disclosure required in a Summary Financial Statement to include either the
whole or a summary of the aggregate amount of directors' emoluments, a statement
of the company's policy on directors' remuneration, for the next following financial
year; and the performance graph.
The Companies (Acquisition
of Own Shares)(Treasury Shares) Regulations 2003/1116
The Regulations amend the Companies Act 1985 to permit certain companies to
hold shares in treasury following a purchase of own shares as an alternative
to cancelling such shares on purchase. They insert new sections 162A, 162B,
162C, 162D, 162E, 162F and 162G in the 1985 Act which set out the principal
provisions relating to treasury shares.
The Companies (Acquisition
of Own Shares) (Treasury Shares) No. 2 Regulations 2003/3031
Amends the above rules
The Insolvent Companies
(Disqualification of Unfit Directors) Proceedings (Amendment) Rules 2003/1367
These Rules amend the Insolvent Companies (Disqualification of Unfit
Directors) Proceedings Rules 1987 which provide procedures for applications
by the Secretary of State or the official receiver for the disqualification
of directors under sections 7 and 8 of the Company Directors Disqualification
Act 1986 (CDDA).The CDDA, as amended by the Enterprise Act 2002, enables the
Office of Fair Trading and certain sector regulators (listed in section 9E(2)
of the CDDA 1986) to apply to the High Court for a competition disqualification
order. The court must make a competition disqualification order where it is
satisfied that the company has committed a breach of competition law and where
it considers that the conduct of the director in relation to that competition
breach makes him unfit to be concerned in the management of a company.
The Companies
Act 1985 (Accounts of Small and Medium-Sized Enterprises and Audit Exemption)
(Amendment) Regulations 2004/16
1. These Regulations implement Council Directive 2003/38/EC of 13th May 2003
amending Directive 78/660/EEC on the annual accounts of certain types of companies
as regards amounts expressed in euro (OJ No. L 120, 15.5.2003, pages 22 to 23).
The Regulations take further advantage of existing Member State options on annual
accounts and audit exemption in Council Directive 78/660/EEC of 25th July 1978
on the annual accounts of certain types of companies as amended (OJ No. L 222,
14.8.1978, pages 11 to 31) and existing Member State options on consolidated
annual accounts in the Seventh Council Directive 83/349/EEC of 13th June 1983
on consolidated accounts as amended (OJ No. L 193, 18.7.1983, pages 1 to 17).
2. Regulations 2 and 3 raise the thresholds contained in sections 247 and 249
of the Companies Act 1985 for the exemptions applicable to small and medium-sized
companies and groups. The turnover limit is increased from £2.8 million
to £5.6 million for small companies and the balance sheet total is increased
from £1.4 million to £2.8 million for small companies. The turnover
limit is increased from £11.2 million to £22.8 million for medium-sized
companies and the balance sheet total is increased from £5.6 million to
£11.4 million for medium-sized companies. The aggregate turnover limit
for small groups is increased from £2.8 million net (or £3.36 million
gross) to £5.6 million net (or £6.72 million gross) and the aggregate
balance sheet total limit for small groups is increased from £1.4 million
net (or £1.68 million gross) to £2.8 million net (or £3.36
million gross). The aggregate turnover limit for medium-sized groups is increased
from £11.2 million net (or £13.44 million gross) to £22.8
million net (or £27.36 million gross) and the aggregate balance sheet
total limit for medium-sized groups is increased from £5.6 million net
(or £6.72 million gross) to £11.4 million net (or £13.68 million
gross). The thresholds for small and medium-sized companies are also relevant
for the purposes of expenditure of small or medium-sized enterprises under sections
47 and 48 of the Capital Allowances Act 2001 (c. 2).
3. Regulation 4 increases the turnover limit in section 249A(3)(b) and balance
sheet total in section 249A(3)(c) of the Companies Act 1985 which a small company
other than a small charitable company must not exceed in respect of a financial
year if it is to be exempt from audit. The turnover limit is increased from
£1 million to £5.6 million (for small charitable companies the gross
income limit remains at £90,000). The balance sheet total is increased
from £1.4 million to £2.8 million.
4. A company which would otherwise be disqualified from claiming exemption from
audit under section 249A for a financial year because it was a parent company
or subsidiary undertaking for any period in that year, may nevertheless claim
the exemption if it is a member of a small group which satisfies the conditions
specified in section 249B(1C). Regulation 5 increases the turnover limit for
a group to qualify as a small group for the purposes of section 249B(1C) of
the Companies Act 1985 from £1 million net (£1.2 million gross)
to £5.6 million net (£6.72 million gross) (the limit as it applies
for small charitable companies remains unchanged). Regulation 5 increases the
aggregate balance sheet total for a group to qualify as a small group for the
purposes of section 249B(1C) from £1.4 million net (£1.68 million
gross) to £2.8 million net (£3.36 million gross).
5. Regulation 6 further amends section 249D of the Companies Act 1985, as inserted
by the Companies Act 1985 (Audit Exemption) Regulations 1994 (S.I. 1994/1935),
by adding to the bodies listed in section 249D(3) the Institute of Chartered
Secretaries and Administrators. Section 249D specifies those accountants who
are entitled to act as reporting accountants for companies which are charities
within section 249A(2).
The Companies Act
1985 (Power to Enter and Remain on Premises: Procedural) Regulations 2005
Section 453A of the Companies Act 1985 confers on inspectors appointed under
section 431, 432 or 442 and investigators authorised under section 447 powers
to enter and remain on premises which they believe are used for the purposes
of the business of the company they are investigating. Section 453B imposes
procedural requirements in connection with the exercise of these powers.
The Companies Act
1985 (Operating and Financial Review and Directors' Report etc.) Regulations
2005/1011
These Regulations amend Part 7 of the Companies Act 1985 on accounts and audit
in order to introduce a new requirement for directors of quoted companies to
prepare operating and financial reviews ("OFRs"); and to implement
requirements relating to the directors' report in articles 1.14, 1.17 (in part)
and 2.10 of Directive 2003/51/EC of the European Parliament and of the Council
of 18th June 2003 amending Directives 78/660/EEC, 83/349/EEC, 86/635/EEC and
91/674/EEC on the annual and consolidated accounts of certain types of companies,
banks and other financial institutions and insurance undertakings (Official
Journal No. L178/16 of 17th July 2003) ("the Accounts Modernisation Directive").
The Prospectus Regulations
2005/1433
These Regulations implement Directive 2003/71/EC of the European Parliament
and of the Council of 4th November 2003 on the prospectus to be published when
securities are offered to the public or admitted to trading on a regulated market
("the prospectus directive"). These Regulations are made under section
2(2) of the European Communities Act 1972 (c. 68). They substitute sections
84 to 87 of the Financial Services and Markets Act 2000 (c. 8) ("the Act")
with sections 84 to 87R
The Stamp Duty and
Stamp Duty Reserve Tax (Extension of Exceptions relating to Recognised Exchanges)
Regulations 2005/1990
These Regulations extend the stamp duty and stamp duty reserve tax exemptions
for sales of stock to intermediaries and for repurchase and stock lending (sections
80A, 80C, 88A and 89AA of the Finance Act 1986 (c.41)) to the multilateral trading
facilities known as the Alternative Investment Market, OFEX and POSIT. See also
The Stamp Duty and Stamp Duty Reserve Tax (Extension of Exceptions relating
to Recognised Exchanges) Regulations 2006/139 (below).
The Companies Act
1985 (Investment Companies and Accounting and Audit Amendments) Regulations
2005/2280
These Regulations amend the accounting and audit provisions of the Companies
Act 1985 ("the 1985 Act"), and also amend the distribution rules for
investment companies.
The Companies (Summary
Financial Statement) (Amendment) Regulations 2005/2281
These Regulations amend the Companies (Summary Financial Statement) Regulations
1995 (S.I. 1995/2092)
The Companies (Revision
of Defective Accounts and Report) (Amendment) Regulations 2005/2282
These Regulations are made under section 245 of the Companies Act 1986, which
concerns the voluntary revision by the directors of a company of defective accounts
and reports prepared by the company. The Regulations further amend the Companies
(Revision of Defective Accounts and Report) Regulations (S.I. 1990/2570).
The Companies Act
1989 (Delegation) Order 2005/2337
This Order transfers the majority of the functions of the Secretary of State
under Part 2 of the Companies Act 1989 (eligibility for appointment as company
auditor) to the Professional Oversight Board for Accountancy established under
The Professional Oversight Board for Accountancy Limited.
The Companies (Disclosure
of Auditor Remuneration) Regulations 2005/2417
These Regulations provide for companies to disclose fees receivable by their
auditors and their auditors' associates.
The Stamp Duty and
Stamp Duty Reserve Tax (Extension of Exceptions relating to Recognised Exchanges)
Regulations 2006/139
These Regulations extend the stamp duty and stamp duty reserve tax exemptions
for sales of stock to intermediaries and for repurchase and stock lending (sections
80A, 80C, 88A and 89AA of the Finance Act 1986 (c.41)) to the multilateral trading
facility known as Instinet Chi-X and operated by Instinet Europe Ltd.
The Takeovers Directive
(Interim Implementation) Regulations 2006/1183
These Regulations, which are made under section 2(2) of the European Communities
Act 1972, implement Directive 2004/25/EC of the European Parliament and of the
Council of 21 April 2004 on Takeover Bids ("the Directive").
Part 2 makes provision for the operation of regulatory activities of the
Panel on Takeovers and Mergers, the body designated to supervise takeover bids.
It gives effect to the rules in the City Code on Takeovers and Mergers and the
Rules of Procedure of the Panel's Hearings Committee that implement the Directive.
It confers powers on the Panel including the power to require information (regulation
6) and to apply to the court to secure compliance with certain requirements
(regulation 11). The provisions contain new offences at regulation 8 (the disclosure
offence) and regulation 10 (failure to comply with rules about bid documentation).
Part 3 provides for defensive devices that may be adopted by a company prior
to a takeover bid, to be overridden in certain circumstances. Such provisions
are optional and regulations 20 and 21 set out the basis on which companies
can opt-in and opt-out should they choose to do so. Regulation 22 deals with
consequences of opting in.
Part 4 supplements section 234 of the Companies Act 1985 ("the 1985 Act")[82]
(or in the case of Northern Ireland, Article 243 of the Companies (Northern
Ireland) Order 1986 ("the 1986 Order")[83], by setting out the additional
information that must be contained in the directors' report of certain companies
(regulation 26). Regulation 27 amends section 251 of the 1985 Act (or Article
259 of the 1986 Order) on summary financial statements to provide for the explanatory
material either to be included in any summary financial statement or to accompany
it
Part 5 and Schedule 2 contain provisions designed to address the problem of
and for residual minority shareholders following a successful takeover bid.
Known as "squeeze out" and "sell out", these provisions
enable a successful bidder to compulsorily purchase the shares of remaining
minority shareholders and for those shareholders to require the majority shareholder
to purchase their shares. Regulation 30 disapplies the existing provisions for
"squeeze out" and "sell out" in the 1985 Act and 1986 Order
where a takeover offer is made for a company with securities admitted to trading
on a regulated market and instead applies Schedule 2. This is a consolidation
of the existing provisions and the amendments required to implement the Directive
or arising out of or related to obligations in the Directive.
Part 2 applies to takeover bids covered by the Directive for all companies with
securities traded on a regulated market in the United Kingdom or for companies
registered in the United Kingdom whose securities are traded on a regulated
market in one or more member states of the European Economic Area (other than
the United Kingdom). Parts 3 to 5 apply only to companies registered under the
Companies Act 1985 (or in the case of Northern Ireland, the Companies (Northern
Ireland) Order 1986) and to unregistered companies.
Copies of the City Code on Takeovers and Mergers and the Rules of Procedure
of the Panel's Hearings Committee are available from The Panel on Takeovers
and Mergers, 10 Paternoster Square, London, EC4M 7DY.
The Companies (Disclosure
of Information) (Designated Authorities) Order 2006/1644
The Order amends Schedule 15D of the Companies Act 1985 ("the 1985 Act")
by adding a disclosure for the purpose of enabling or assisting the Gambling
Commission to exercise its functions under the Gambling Act 2005 to the list
of disclosures that are permitted by virtue of section 449(2)(b) and Schedule
15D of the 1985 Act.
The Companies Act
1985 (Small Companies' Accounts and Audit) Regulations 2006/2782
These Regulations amend the accounting and auditing provisions in Part 7
of the Companies Act 1985 ("the 1985 Act") as they apply to small
companies. They extend to small companies which have permission under Part 4
of the Financial Services and Markets Act 2000 to carry on a regulated activity,
the accounting and audit exemptions afforded to other small companies by Part
7, unless such companies are authorised insurance companies (within the meaning
of section 742C of the 1985 Act); banking companies (within the meaning of section
742B of the 1985 Act); e-money issuers (see regulation 6 amending section 262
of the 1985 Act); ISD investment firms (see regulation 6 amending section 262
of the 1985 Act); UCITS management companies (see regulation 6 amending section
262 of the 1985 Act).
The Companies (Registrar,
Languages and Trading Disclosures) Regulations 2006/3429
These Regulations implement provisions of Directive 2003/58/EC of the European
Parliament and the Council of 15 July 2003 amending Council Directive 68/151/EEC,
as regards disclosure requirements in respect of certain types of companies
(O.J. L221, 4.9.2003, p. 13) They do so by amending the Companies Act 1985 and
the Companies (Northern Ireland) Order 1986 so far as not yet repealed by the
Companies Act 2006, and by supplementing provisions of the Companies Act 2006
brought into force on the same date as these Regulations.
Regulation 2 applies when the registrar of companies provides a copy in electronic
form of material on the register to a person requesting that the copy be certified
as a true copy. The registrar's certificate must be certified by an electronic
signature which is uniquely linked to the registrar by means under his sole
control and which is linked to the certificate and the copy in such a way that
subsequent changes are detectable.
Regulation 3 amends the 1985 Act and the 1986 Order (except in respect of limited
liability partnerships) by no longer requiring copies of certain documents delivered
to the registrar to be office copies (ie, hard copies).
The effect of regulation 4 is that when a contract for the allotment of shares
paid up other than in cash is delivered to the registrar, it need not be in
English but must be accompanied by a certified translation into English.
The most important Regulation 5 enables companies to deliver to the registrar
any of the documents to which Council Directive 68/151/EEC (O.J. L65, 14.3.1968,
p.8) applies (listed in section 1078 of the 2006 Act) in any of the official
languages of the European Union if accompanied by a certified translation into
English.
The most imortant provisions of these regulations are in Regulations 6 and
7 and Schedules 1 and 2, which amend the 1985 Act , the 1986 Order, the Insolvency
Act 1986 and the Insolvency (Northern Ireland) Order 1989 so as to include websites
and documents in electronic form in provisions requiring the company's name,
registered number, registered office and other particulars, and the fact that
the company is being wound up (where that is so), to appear on correspondence,
publications and other documents.
The Uncertificated
Securities (Amendment) Regulations 2007/124
The Regulations amend Schedule 1 to the Uncertificated Securities Regulations
2001 (S.I. 2001/3755) which sets out the requirements for approval of a person
as an operator of a computer-based system which enables title to units of a
security to be evidenced and transferred without a written instrument. They
add a new requirement, transposing in part Article 34 of the Directive, for
any person approved as an operator to maintain transparent and non-discriminatory
rules governing access to any settlement facilities he provides. The rules must
grant investment firms (within the meaning of the Directive) and credit institutions
(as defined in Directive 2006/48/EC (OJ No L 177, 30.6.2006, p.1)) authorised
in other EEA States access to those settlement facilities on the same terms
as access is granted to firms and institutions established in the United Kingdom.
The Companies (EEA
State) Regulations 2007/732
Amends the definition of an "EEA state" to include Bulgaria and Romania.(Coming
into force 9th March 2007)
The Company and Business
Names (Amendment) Regulations 2007/1947
The word 'Government' cannot form part of the company's business or trading
name. (Coming into force 10th July 2007)
The Companies (Political
Expenditure Exemption) Order 2007/2081
Companies whose business it is to relay news to the public do not have to obtain
authorisation of company's members for political expenditure if it is incurred
in the preparation of news material which is likely to affect public support
for a political party or organisation.(Coming into force 1st October 2007 [Great
Britain] and 1st November 2007 [Northern Ireland])
The Companies (Interest Rate for Unauthorised Political Donation or Expenditure)
Regulations 2007/2242
(Coming into force 1st October 2007 [Great Britain] and 1st November 2007 [Northern
Ireland])Unauthorised political expenditure is repayable by directors with interest
set at 8% p.a.
The Companies (Cross-Border
Mergers) Regulations 2007/2974
(Coming into force 15th December 2007)
These Regulations implement Directive 2005/56/EC on cross-border mergers of
limited liability companies.The Company and Business Names (Amendment) (No.
2) Regulations 2007/3152.
The Company
and Business Names (Amendment) (No. 2) Regulations 2007/3152
(Coming into force 6th November 2007)
These Regulations amend the Company and Business Names Regulations 1981 (S.I.
1981/1685).
Regulation 2 provides that the word "government" and the expressions
"HPSS", "HSC" and NHS" cannot form part of a company's
registered name or a business name without the prior approval of the Secretary
of State.
COMPANY LAW (2006 ACT)
The
Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings)
Order 2006/3428
This is the first Commencement Order made under the Companies Act 2006 (c.46)
("the Act"). Part 47, and certain provisions in Parts 43, 44 and 46
of the Act came into force on the passing of the Act.
Article 2 brings into force on 1st January 2007 provisions for the sending of
documents to the registrar of companies by electronic means and for the searching
of the register and provision by the registrar of copy documents electronically.
There is a saving in paragraph 1 of Schedule 5 for existing provisions enabling
certain documents to be filed in Welsh without English translation and about
the certifying of translations from Welsh as correct.
Article 3(1)(c) brings section 463 of the Act (liability for false or misleading
statements in reports) into force on 20th January 2007. Transitional provision
is made in paragraph 3 of Schedule 5 to the Order. This provides that section
463 will not apply to directors' reports, directors' remuneration reports and
summary financial statements so far as derived from such reports when they are
prepared under Part 7 of the Companies Act 1985 (c.6) or Part 8 of the Companies
(Northern Ireland) Order 1986 (S.I. 1986/1032 (N.I. 6)) and first sent to members
and others before 20th January 2007.
Article 3(1)(d) brings into force on 20th January 2007 Part 22 of the Act (information
about interests in a company's shares), other than sections 811(4), 812 and
814. Part 22 replaces some of the provisions contained in Part 6 of the Companies
Act 1985 and Part 7 of the Companies (Northern Ireland) Order 1986 (disclosure
of interests in shares); the remaining provisions are replaced by rules made
by the Financial Services Authority. Paragraph 2 of Schedule 5 to the Order
contains transitional provisions relating to matters arising before 20th January
2007 in respect of obligations to disclose interests in shares, registers of
interests in shares and notices requiring information relating to interests
in shares.
Article 3(1)(a), (b) and (e) bring into force on 20th January 2007 the company
communications provisions of the Act (sections 308, 309, 333 and 1143 to 1148
and Schedules 4 and 5). These deal with the sending or supplying of documents
or information by or to a company, the giving and publishing of notices of meetings,
and the sending of documents relating to meetings where the documents are in
electronic form.
Article 4(1)(a) brings into force on 6th April 2007 provision for the charging
of fees by the registrar of companies in England and Wales and in Scotland under
the Act and other legislation. This applies in England and Wales and in Scotland
only: article 4(4) provides that the new provision does not yet extend to Northern
Ireland. Paragraph 6 of Schedule 5 contains a saving for existing fees until
they are superseded under the new provision.
Article 4(1)(b) to (e) brings into force on 6th April 2007 provisions of the
Act which repeal the power of the Secretary of State to bring civil proceedings
on a company's behalf, certain provisions about company directors, the requirement
that certain companies publish periodical statements, and the requirement that
the Secretary of State prepare an annual report.
Article 4(1)(f) brings into force on 6th April 2007 provision for disclosure
of information under the Enterprise Act 2002.
Article 4(2) brings into force on 6th April 2007 the repeal by the Act of various
provisions of the Companies (Northern Ireland) Order 1986 ("the 1986 Order"),
provisions of the Companies Act 1985 ("the 1985 Act") and the 1986
Order on authentication of documents on behalf of a company and sections 293
and 294 of the 1985 Act and articles 301 and 302 of the 1986 Order on directors'
age limits.
Article 7 of the Order brings into force section 1295 of the Act (repeals) on
1st January 2007 in relation to those provisions set out in Schedule 2, on 20th
January 2007 in relation to those provisions set out in Schedule 3 and on 6th
April 2007 in relation to those provisions set out in Schedule 4.
The Companies Acts
(Unregistered Companies) Regulations 2007/318
These Regulations, which are made under section 1043 of the Companies Act 2006
(the Act), apply Part 28 of that Act (takeovers etc), and certain ancillary
provisions, to unregistered companies and in doing so further implement Directive
2004/25/EC of the European Parliament and of the Council of 21 April 2004 on
Takeover Bids ("the Directive").
The Companies Act
2006 (Commencement No. 2, Consequential Amendments, Transitional Provisions
and Savings) Order 2007/1093
This is the second Commencement Order made under the Companies Act 2006
(c.46) ("the Act"). The Order brings various provisions of the Act
into force on 6th April 2007.
Article 2(1)(a) brings into force section 2 of the Act subject to a transitional
adaptation.
Article 2(1)(b) brings into force Part 28 of and Schedule 2 to the Act (takeovers
etc). Two existing regimes apply to takeover offers. The Takeovers Directive
(Interim Implementation) Regulations 2006 (S.I. 2006/1183) ("the Interim
Regulations"), which apply to offers covered by Directive 2004/25/EC of
the European Parliament and of the Council of 21 April 2004 on Takeover Bids
(O.J. No. L142, 30.4.2004) (" the Takeovers Directive"), are revoked
by article 8 as from 6th April 2007. The repeals of Part 13A of the Companies
Act 1985 (c.6) and Part 12 of the Companies (Northern Ireland) Order 1986 (S.I.
1986/1032 (N.I. 6)), which apply in the case of offers not covered by the Takeovers
Directive, are brought into force by this Order as from that date (article 6).
Article 7 makes amendments to primary and secondary legislation consequential
on Part 28. In relation to takeovers, article 9 and Schedule 6 save the effect
of the 1985 Act and the Interim Regulations as follows. Paragraph 1 of Schedule
6 makes provision in relation to squeeze-out and sell-out for non-Takeovers
Directive bids, paragraph 2 makes provision in relation to squeeze-out and sell-out
for Takeovers Directive bids, and paragraph 3 saves regulation 8(2)(b) of the
Interim Regulations in respect of offences committed before 6th April 2007.
Article 2(1)(d) brings into force section 1284(1) (extension of the Companies
Acts to Northern Ireland) for the purpose of extending to Northern Ireland the
provisions on community interest companies contained in Part 2 of the Companies
(Audit, Investigations and Community Enterprise) Act 2004 (c.27) ("the
2004 Act"). The repeal of Part 3 of the Companies (Audit, Investigations
and Community Enterprise) Order 2005 (S.I. 2005/1967 (N.I. 17)) ("the 2005
Order"), which made corresponding provision for Northern Ireland and is
not yet in force, is brought into force by this Order. Article 7(2) and Schedule
4 amend the 2004 Act, and the Community Interest Company Regulations 2005 (S.I.
2005/1788) made under it, so that they can work alongside the existing Northern
Ireland companies legislation pending the implementation of a single UK companies
regime. They also make consequential amendments of other enactments.
Article 11(2) restores the application to limited liability partnerships of
a provision of the 1985 Order the repeal of which had been brought into force
by S.I. 2006/3428 without a saving in respect of its application to limited
liability partnerships.
The Companies Act
2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions
and Savings) Order 2007/2194
Introduces transitional provisions, which come into force over the next
year. (Coming into force in accordance with Article 1(3))
The Companies (Interest
Rate for Unauthorised Political Donation or Expenditure) Regulations 2007/2242
(Coming into force 1st October 2007 in Great Britain and 1st November 2007 in
Northern Ireland)
Where a company incurs unauthorised political expenditure (i.e. as defined by
the Companies Act 2006) the directors must make good to the company the unauthorised
amount plus interest fixed at 8% p.a. (Regulation 2).
The Companies (Tables
A to F) (Amendment) Regulations 2007/2541
(Coming into force 1st October 2007)
These Regulations amend Table A. Regulation 36 (extraordinary general meetings)
is omitted; regulation 37 is amended (calling a meeting); regulation 53 is omitted;
regulation 117 is amended to omit reference to extraordinary general meetings;
regulations 38, 60 and 61 are amended to make them applicable to private companies;
regulation 318 is amended to allow a quorum of one in single member companies;
regulations 73-80 are omitted/amended (re appointment and retirement of directors
by rotation). A new version of table A is available here, and takes account
of the above changes.
The Companies (Tables
A to F) (Amendment) (No. 2) Regulations 2007/2826
(Coming into force 1st October 2007)
A further amendment to Table A. Regulation 50 is omitted to remove the chair's
casting vote and regulation 54 is amended to reflect the rights of proxies to
vote on a show of hands.
The resulting version of Table is available
in the database
The Companies Act
2006 (Commencement No. 4 and Commencement No. 3 (Amendment)) Order 2007/2607
(Coming into force 30th September 2007)
These regulations include:
a power to make regulations re fees charged by companies for inspection and
copies of their records
definitions in old laws remain in place until changed under the 2006 Act
the provision for companies/directors to be able to provide for employees upon
cessation/transfer of business is retained. (The reversed repeals were supposed
to come into force on 1st October 2007.)
obligations to register extraordinary and elective resolutions remains in force.
The Companies (Fees
for Inspection and Copying of Company Records) Regulations 2007/2612
(Coming into force 1st October 2007)
Prescribes fees payable in order to inspect company records and/or receive copies.
LIMITED LIABILITY PARTNERSHIPS
The
Limited Liability Partnerships Act 2000 (Commencement) Order 2000/3316.
Brings the Act into effect as from 6th. April 2001.
The Limited
Liability Partnerships (Forms) Regulations 2001/927
Limited liability partnership forms. In general the forms have the same number
as the equivalent companies form. For example, the form for a change of registered
office is LLP287. The Welsh equivalent forms are in The
Limited Liability Partnerships (Welsh Language Forms) Regulations 2001/2917
Limited
Liability Partnerships Regulations 2001/1090
These Regulations apply to LLPs, with appropriate modifications, provisions
of the existing law relating to companies and partnerships, including a large
number of the provisions of the Companies Acts 1985 and 1989, the Insolvency
Act 1986 and the Company Directors Disqualification Act 1986.
The Regulations amend many provisions of these Acts by providing that references
to a company include references to a limited liability partnership, and references
to a director or officer include a reference to a member of an LLP. Throughout
the Regulations there are references to 'designated members', who are responsible
for the administrative and filing duties of LLPs.
The Limited Liability
Partnerships (No. 2) Regulations 2002/913 and
915
Extend confidentialty agreements (allowing directors of companies to supply
a service address rather than their residential address to members of LLPs.
The Limited Liability
Partnerships (Amendment) Regulations 2007/2073
(Coming into force 1st October 2007)
These Regulations amend Schedules 2 and 6 to the Limited Liability Partnerships
Regulations 2001 (S.I. 2001/1090) ("the principal regulations"). The
provisions of the 1985 Act applied to LLPs have been amended by the Companies
(Audit, Investigations and Community Enterprise) Act 2004 (c.27)
COMPANY INSOLVENCY
Insolvency
(Amendment) Regulations
2000/485
The
Insolvency Fees (Amendment) Order 2001/761
Amends the Insolvency Fees Order 1986 (S.I. 1986/2030). It prescribes
the fee payable on the purchase of Government securities for a trustee of a
bankrupt's estate under regulation 23A of the Insolvency Regulations 1994 (S.I.
1994/2507). Regulation 23A was inserted into the Insolvency Regulations 1994
by the Insolvency (Amendment) Regulations 2001 (S.I. 2001/762).
The
Insolvency (Amendment) Regulations 2001/762
These Regulations amend the Insolvency Regulations 1994 (S.I. 1994/2507). They
provide for the investment of funds standing to the credit of bankrupts in the
Insolvency Services Account and for the crediting of interest on balances in
excess of £2,000.
The
Insolvency (Amendment) Rules 2001/763
Amend the Insolvency Rules 1986 (S.I. 1986/1925) which set out detailed procedures
for the conduct of all company and individual insolvency proceedings in England
and Wales under the Insolvency Act 1986 (c. 45), with effect from 2nd April
2001.
The
Insolvent Companies (Reports on Conduct of Directors) (Amendment) Rules 2001/764
These Rules substitute new forms in place of those in the Insolvent
Companies (Reports on Conduct of Directors) Rules 1996. The forms are used rules
3 and 4 of the Insolvent Companies (Reports on Conduct of Directors) Rules 1996
(S.I. 1996/1909). The new forms are substantially the same as the previous forms,
but contain minor further requirements for information to be provided by office-holders
to the Insolvency Practitioners Compliance Unit of the Insolvency Service.
The
Insolvent Companies (Disqualification of Unfit Directors) Proceedings (Amendment)
Rules 2001/765
These Rules amend the Insolvent Companies (Disqualification of Unfit Directors)
Proceedings Rules 1987 (S.I. 1987/2023). They the revoke rule which provided
for the time when a disqualification order took effect. This is now dealt with
in section 1(2) of the Company Directors Disqualification Act 1986 (c. 46),
as amended by section 5(2) of the Insolvency Act 2000 (c. 39) and rule 9 is
therefore otiose.
The
Insolvent Companies (Reports on Conduct of Directors) (Scotland) (Amendment)
Rules 2001/768
Scottish equivalent of the English Rules (above)
The
Insolvency Act 2000 (Commencement No. 1 and Transitional Provisions) Order 2001/766
Article 2 of this Order provides for the coming into force on 2nd. April
2001 of the following provisions of the Insolvency Act 2000.
Sections 5, 6, 7, 8 (Disqualification of company directors etc.) and Schedule
4,
Sections 9 (Administration orders), 10 (Investigation and prosecution of malpractice),
11 (Restriction of Use of answers obtained under compulsion), 12 (Insolvent
estates of deceased persons) and 13 (Bankruptcy: interest on sums held in Insolvency
Services Account), and section 15(1) (Repeals) and certain repeals contained
in Schedule 5.
The Insolvency (Amendment)
(No. 2) Rules 2002/2712
These Rules make a number of changes to the Insolvency Rules 1986
The Insolvency (Scotland)
Amendment Rules 2006/734
These Rules make changes to the Insolvency (Scotland) Rules 1986 (S.I. 1986/1915).
The Insolvency (Scotland)
Amendment Order 2006/735
This Order makes changes to the Insolvency (Scotland) Rules 1986 (S.I. 1986/1915).
Page 2 of Forms 4.4 and 5 is substituted with a revised statement of affairs
to reflect how the prescribed part should be applied to unsecured creditors
and floating charge holders.
The Cross-Border
Insolvency Regulations 2006/1030
On 30th May 1997 the United Nations Commission on International Trade
Law ("UNCITRAL") adopted the text of a model law on cross-border insolvency,
which was approved by a resolution of the United Nations General Assembly on
15th December 1997. These Regulations give effect to the model law in Great
Britain.
The Enterprise Act
2002 (Disqualification from Office: General) Order 2006/1722
Individuals who are bankrupts may be prevented by certain statutory
provisions ("disqualification provisions") from being elected or appointed
to, or holding, an office or position, or from becoming or remaining a member
of a body or group. Section 268 of the Enterprise Act 2002 confers a power on
the Secretary of State to repeal or amend such a disqualification provision
so as to reduce the class of bankrupts to whom the provision applies or so that
it applies to only some or all individuals who are subject to a bankruptcy restrictions
regime.
The Insolvency Proceedings
(Fees) (Amendment) Order 2007
New fees.
The Insolvency (Amendment)
Rules 2007/1974
Amends Insolvency Rules 1986: a director or shadow director of a company
entering into insolvent liquidation cannot be the director of another company
with a very similar name or have any involvement in such a company (promoting,
forming or managing it), for 12 months. This is except where the new company
acquires wholly or substantially the business of the insolvent company and notice
is given in the Gazette. (Coming into force 6th August 2007)
PARTNERSHIPS
Partnerships
(Unrestricted Size) No. 14 Regulations 2000/486
(Extends exemption from the limit to 20 partners to surveyors and corresponding
professions in the EU.)
The
Partnerships (Unrestricted Size) No. 15 Regulations 2000/2711
Section 716 of the Companies Act 1985 prohibits the formation of partnerships
consisting of more than 20 persons. These Regulations exempt from that prohibition
partnerships formed for the purpose of carrying on practice as actuaries, and
consisting of persons the majority of whom are either Fellows of the Institute
of Actuaries or of the Faculty of Actuaries, or full actuary members of one
or more of the associations listed in the Schedule to the Regulations. They
replace, and revoke, earlier Regulations (S.I. 1996/262) which provided for
an exemption in relation to partnerships consisting of persons three-quarters
or more of whom were Fellows of either the Institute of Actuaries or Faculty
of Actuaries.
The
Partnerships (Unrestricted Size) No. 16 Regulations 2001/1389
Section 716 of the Companies Act 1985 prohibits the formation of partnerships
consisting of more than 20 persons. These Regulations exempt from that prohibition
partnerships formed for the purpose of carrying on investment business which
are either
(a) authorised to carry on that business under the Financial Services Act 1986,
or
(b) European investment firms carrying on home-regulated businessin the United
Kingdom (for definitions see regulation 2(2)).
The
Partnerships (Unrestricted Size) No. 17 Regulations 2001/2422
These Regulations exempt from the limit of 20 partners partnerships formed for
the purpose of carrying on practice as insolvency practitioners and consisting
of persons the majority of whom
(a) are authorised to act as insolvency practitioners under the Insolvency Act
1986, or
(b) have an equivalent authorisation under the law of a Member State of the
European Economic Area.
The
Insolvent Partnerships (Amendment) Order 2001/767
This Order amends the Insolvent Partnerships Order 1994 (S.I. 1994/2421.
It provides that sections 1, 1A, 8A[a], 13, 14 and 17, in addition to those
sections of the Company Directors Disqualification Act 1986 (c. 46) (the "CDDA")
already applied, are applied to insolvent partnerships, with modifications,
where appropriate, as set out in Schedule 8 of the Insolvent Partnerships Order
1994.These provisions allow the Secretary of State to accept a disqualification
undertaking from a person who is or has been an officer of a partnership where
an insolvent partnership is wound up as an unregistered company.
The
Partnerships and Unlimited Companies (Accounts) (Amendment) Regulations 2005/1987
These Regulations amend the Partnerships and Unlimited Companies (Accounts)
Regulations 1993 (S.I. 1993/1820)
TRADE MARKS
Trade
Mark Rules
2000/136
Trade
Marks (Fees) Rules 2000
2000/137
Trade
Marks (International Registration)(Amendment) Order
2000/138
The
Community Trade Mark Regulations 2006/1027
These Regulations make provision for the operation of the Council Regulation
(EC) No. 40/94 of 20th December 1993 on the Community trade mark (O.J. No. L
11, 14.1.94, p.1) ("the Community Trade Mark Regulation"). A Community
trade mark registered at the Office for Harmonization in the Internal Market
(trade marks and designs) under the Community Trade Mark Regulation has effect
throughout the Community. As a result of the Community's accession to the Madrid
Agreement Concerning the International Registration of Marks (adopted at Madrid
on 27th June 1989), holders of an international registration under that Protocol
may apply for protection of their marks under the Community trade mark system;
and conversely applicants for, or proprietors of, a Community trade mark may
apply for international protection of their marks under the Protocol. The provision
made by these Regulations in respect of the Community trade mark also extends
to marks protected under that Protocol in the territory of the Community.
The
Trade Marks and Designs (Address For Service) (Amendment) Rules 2006/1029
These Rules correct rule 8(5) of the Registered Design Rules (SI 1995/2912)
and rule 10(5) of the Trade Mark Rules 2000 (SI 2000/136). Both of these provisions
were amended incorrectly by the Patents, Trade Marks and Designs (Address For
Service and Time Limits, etc) Rules 2006 (SI 2006/760). These Rules substitute
the word "registrar" for the word "comptroller" in both
rule 8(5) of the Registered Design Rules 1995 and rule 10(5) of the Trade Mark
Rules 2000.
The Trade Marks
(Amendment) Rules 2006/3093
These Rules amend the Trade Marks Rules 2000 (SI 2000/136, as amended) ("the
2000 Rules").These Rules formally prescribe the Nice Classification as
the prescribed system of classification under the Trade Marks Act 1994 (c. 26).
The Nice Classification is the system of classification arising under the Nice
Agreement Concerning the International Classification of Goods and Services
for the Purposes of the Registration of Marks of 15th June 1957, which was last
amended on 28th September 1979. The Ninth Edition of the Nice Classification
enters into force on the 1st January 2007. The Ninth Edition of the Nice Classification
will be available on the World Intellectual Property
Organisation's website
The Trade Marks
(Relative Grounds) Order 2007/1976
Registrar cannot refuse to register a trademark on 'relative grounds' (i.e.
that it is identical with or similar to an earlier trademark or right) unless
the proprietor of the earlier trademark objects in proceedings on these grounds.
(Coming into force 1st October 2007)
The Trade Marks (Amendment)
Rules 2007/2076
Proprietors of earlier similar or identical trademarks subject to trademark
applications need only be notified if they have not stated that they do not
wish to receive such notices. Proprietors of earlier Community trademarks or
international trademarks have to opt in electronically to receive such notices.
Licensees or authorised user of an earlier trademark can intervene in opposition
proceedings based upon relative grounds.(Coming into force 1st October 2007)
The Trade Marks (Fees)
(Amendment) Rules 2007/2077
Proprietor of earlier Community trademark or international trademark must pay
£50 to receive notice of searches which reveal that an applicant trademark
is the same or very similar to theirs.(Coming into force 1st October 2007)
FINANCIAL SERVICES AND MARKETS
The Financial Services legislation is no so vast and detailed that,
in the Editor's opinion, must now be treated as a separate subject, distinct
from company law. It is also of interest only to those who specialise in it.
Company Law Club does not cover this area. Legislation can be accessed from
the OPSI website.
The main legislation is the Financial Services and Markets Act 2000, and account
of which is given above.
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