Companies Act 2006 - Introduction

Links
Companies Act 2006, article 01, Parts 1-7
Companies Act 2006, article 02, Parts 8-11
Companies Act 2006, article 03, Parts 12-13
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

Introduction
This Act follows the tradition of having major Companies Acts at roughly 20 year intervals (1908, 1929, 1948, 1967, 1985 and now 2006). It is a major overhaul and re-enactment of the legislation comprising 1300 sections and 16 schedules, and even then much of it is to be supplemented by secondary legislation! Such a comprehensive restatement of the legislative framework of our company law has dramatic effects on those who have to use it. Existing knowledge is destroyed (even when the provision hasn't changed, the section number has) and professional advisers become uncertain of their ground. Apart from the very major amendments to be found in this Act, in many areas the law has changed slightly, and it is the small changes that tend to pass unnoticed and to catch us out.

Company Law Club will try to guide members through the legislation in stages as well as providing links to all the legislation and official statements as they occur.

Contents
In the Act itself, there are 59 pages of the contents alone (which you can see by going to the text of the Act on the IPSO website, but the following list of the headings and subheadings provides a clearer idea of the overall content and layout. A full list of the parts and chapters is also available.

Parts 1 - 6 Basic general provisions (sec1 - sec88)
Types of companies, company formation, a company's constitution (the memorandum is reduced to a simple form, so mainly the articles and resolutions affecting the articles), a company's capacity, execution of documents, etc., company names (note business names in Part 41), registered office.

Part 7 Re-registration (sec89 - sec111)
Private to public, public to private, etc.

Parts 8 and 9 Company members (sec112 - sec153)
Members, register of members, share warrants, single member companies, subsidiary not to be member of own holding company, exercise of members' rights.

Part 10 Directors (sec154 - sec259)
Appointment and removal, register, general duties, conflicts of interest, service contracts, liabilities, protection of residential addresses, minutes, etc

Part 11 Derivative claims and proceedings by members (sec260 - sec269)
(Note: protection of members from unfair prejudice is in Part 30)

Part 12 Company secretaries sec270 - sec280)

Part 13 Resolutions and meetings (sec288 - sec361)
Types of resolutions, written resolutons, calling and conduct of meetings, proxies, electronic communications, additional rules for PLCs and quoted companies, minutes, etc.

Part 14 Political donations (sec362 - sec379)

Parts 15 and 16 Accounts and audit (sec380 - sec539)
(Note: statutory auditors are in Part 42)

Parts 17 and 18 Share capital (sec540 - sec737)
Shares, allotment, pre-emption, payment for shares, share premiums, alteration of share capital, share classes, reduction of capital, acquisition of own shares, financial assistance, redeemable shares, purchase of own shares, permissible capital payments, treasury shares.

Part 19 Debentures (sec738 - sec754)
(Note: registration of charges is in Part 25)

Part 20 Private and public companies (sec755 - sec767)
Private company not to offer shares to public; minimum capital of PLCs

Part 21 Certification and transfer of securities (sec768 - sec790)
Share certificates, transfers, share warrants, electronic transfer and certification.

Part 22 Information about interests in a company's shares (sec791 - sec828)
Disclosure and registration provisions

Part 23 Distributions (sec829 - sec853)

Part 24 Annual returns (sec854 - sec959)

Part 25 Company charges (sec860 - sec894)
Registration, register of charges, etc. (Note: debentures are in Part 19)

Parts 26 - 28 Arrangements, reconstructions and takeovers (sec895 - sec993)

Part 30 Protection of members against unfair prejudice (sec994 - sec999)
(Note: derivative actions are in Part 11)

Part 31 Dissolution and restoration to the register (sec1000 - sec1034)

Part 32 Company investigations, amendments (sec1035 - sec1043)

Part 33 Joint stock companies, unregistered companies, etc (sec1040 - sec1043)

Part 34 Overseas companies (sec1044 - sec1059)

Part 35 Registrar of Companies (sec 1060 - 1120)

Part 36 Offences under the Companies Acts (sec1121 - sec1133)

Parts 37 - 39 Supplementary provisions, interpretation, minor amendments (sec1134 - sec1181)

Part 40 Directors - foreign disqualification, etc. (sec1182 - sec1191)

Part 41 Business names (sec1192 - 1208)
(Note: company names in Part 5)

Part 42 Statutory auditors (sec1209 - sec1225)
(Note: company auditors are in Part 16)

Part 43: Transparency obligations (sec1265 - sec1273)

Part 44 Miscellaneous (sec1274 - sec1283
Actuaries, information as to exercise of voting rights by institutional investors, disclosure of information under the Enterprise Act 2002, expenses of winding up, commonhold associations.

Part 45 Northern Ireland (sec1284 - sec1287)

Parts 46 and 47 general supplementary and final provisions (sec1288 - sec1300)

SCHEDULES
Schedule 1 - Connected persons: references to an interest in shares or debentures
Schedule 2 - Specified persons, descriptions of disclosures etc for the purposes of sec948
Part 1 - Specified persons
Part 2 - Specified descriptions of disclosures
Part 3 - Overseas regulatory bodies
Schedule 3 - Amendments of remaining provisions of the Companies Act 1985 relating to offences
Schedule 4 - Documents and information sent or supplied to a company
Part 1 - Introduction
Part 2 - Communications in hard copy form
Part 3 - Communications in electronic form
Part 4 - Other agreed forms of communication
Schedule 5 - Communications by a company
Part 1 - Introduction
Part 2 - Communications in hard copy form
Part 3 - Communications in electronic form
Part 4 - Communications by means of a website
Part 5 - Other agreed forms of communication
Part 6 - Supplementary provisions
Schedule 6 - Meaning of "subsidiary" etc: supplementary provisions
Schedule 7 - Parent and subsidiary undertakings: supplementary provisions
Schedule 8 - Index of defined expressions
Schedule 9 - Removal of special provisions about accounts and audit of charitable companies
Part 1 - The Companies Act 1985 (c. 6)
Part 2 - The Companies (Northern Ireland) Order 1986 (S.I. 1986/1032
(N.I. 6)
Schedule 10 - Recognised supervisory bodies
Part 1 - Grant and revocation of recognition of a supervisory body
Part 2 - Requirements for recognition of a supervisory body
Part 3 - Arrangements in which recognised supervisory bodies are required to participate
Schedule 11 - Recognised professional qualifications
Part 1 - Grant and evocation of recognition of a professional qualification
Part 2 - Requirements for recognition of a professional qualification
Schedule 12 - Arrangements in which registered third country auditors are required to participate
Schedule 13 - Supplementary provisions with respect to delegation order
Schedule 14 - Statutory auditors: consequential amendments
Schedule 15 - Transparency obligations and related matters: minor and consequential amendments
Part 1 - Amendments of the Financial Services and Markets Act 2000
Part 2 - Amendments of the Companies (Audit, Investigations and Community Enterprise) Act 2004
Schedule 16 - Repeals