Companies Act 2006 - Provisions implemented by April 2007

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
Introduction
Proposed timetable for implementation
A list of all parts and chapters
Company Law Club new legislation section (for commencement orders, etc)
DTI website

Provisions implemented by April 2007

First Commencement Order
Provisions which came into effect in January 2007

1. Company details to appear on websites, emails, etc as well as on letters, etc
From 1 January 2007 the company's name must appear legibly in:
· all its business letters,
· all its notices and other official publications,
· all its websites,
· all bills of exchange, promissory notes, endorsements, cheques, orders for money or goods purporting to be signed by or on behalf of the company, and
· all bills of parcels, invoices, receipts, letters of credit.

In addition, the company's business letters (including emails), order forms and websites have to include fuller particulars, i.e.
· the company's place of registration and the number with which it is registered,
· the address of its registered office,
· in the case of an investment company3, the fact that it is such a company, and
· in the case of a limited company exempt from the obligation to use the word "limited" as part of its name4, the fact that it is a limited company.
All these requirements apply whether the document is in hard copy or electronic or any other form.

2. Electronically registered documents
The First Company Law Directive has been amended (the First Company Law Amendment Directive) to reflect the use of information technology and electronic communications. The key changes are:
· Companies must be allowed file all the 'basic documents' (specified in Article 2 of the First Company Law Directive) electronically, to keep these in electronic form and to allow inspection and copies of them to be obtained electronically;
· Member states may use an electronic alternative to the publication of documents in the national gazette; and
· The information requirements for letters and order forms apply equally to electronic letters and order forms, with additional, less onerous requirements for websites.

All these are given effect in the Companies Act 2006 or in accompanying regulations (the Companies (Registrar, Languages and Trading Disclosures) Regulations 2006).

3. Company Communications provisions
The company communications provisions of the Companies Act 2006 are to be found in sec1143 to sec1148 in Part 37 and the accompanying Schedules 4 and 5. Sec1168 under Part 38 provides additional useful definitions.

Companies trading on a regulated market are subject to the communications requirements of the Transparency Obligation Directive, which is being implemented by the Financial Services Authority. Further information will be available in due course on the FSA website at www.fsa.gov.uk.
The Companies Act 1985 (E-Communications Order 2000) facilitated the use of e-communications in certain contexts - namely, the circulation of the annual report & accounts (section 238), summary financial statement (section 251) and AGM notice (section 369) and the appointment of proxies (section 372). However, there was uncertainty whether other requirements to communicate information "in writing" required the use of paper.
The general principle of the Companies Act 2006 is that companies should, subject to shareholder approval, be able to default to using e-communications. Individuals however will retain the right to receive information in paper if they wish. The company communications provisions set out in the Act apply to all companies, public and private.

The DTI Briefing paper gives more details on these areas.

Second Commencement Order
Provisions coming into effect 6th. April 2006

Directors' interests
A long-standing provision of the Companies Acts has been that a director has been required to notify the company of his interests in the company's shares and debentures, and the company has been bound to record these in a register of directors' interests and in the directors' report. All these provisions have been repealed.
Sec324 to sec326, sec328 to sec329 and Schedule 13 to the Companies Act 1985 have been repealed.

Part 28 (Takeovers) connected with implementation of the EU Takeovers Directive. These provisions, placing the regulatory activities of the Takeover Panel within a wholly statutory framework, will replace Regulations which came into force on 20 May last year and implemented the Directive on an interim basis.

Community Interest Companies in Northern Ireland. Sec1284(1) extending Part 2 of the Companies (Audit, Investigations and Community Enterprise) Act 2004. (For CICs click here)

Confidentiality orders for members of LLPs
The rights of members of LLPs who have been granted confidentiality orders from having their details open to inspection on the public register are restored. Such rights were inadvertently removed by the first Commencement Order.

Repeals
It also repeals the following provisions of the Companies Act 1985 (and equivalent provisions in Northern Ireland):-

Sec428 to sec 430F of the 1985 Act (takeovers);
Sec744 of the 1985 Act (definition of 'EEA State');
Paragraphs 2, 2A and 2B of Schedule 7 for limited purposes (matters to be dealt with in directors' report).

(Primary and secondary legislation related to the commencement of the above provisions is also amended.)