Companies Act 2006 - Provisions implemented on 1st
October 2007
Links
FCompanies
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 coming into effect on 1st. October 2007
The following provisions of the Companies Act 2006
come into effect on 1st. October 2007:
Part 9. Exercise of members' rights (sec145 - sec153)
See Companies Act 2006, Company Law Club article 2 for
more detail on these provisions
Part 10 Directors (some sections only)
See Companies Act 2006, Company Law Club article 2 for
more detail on these provisions
The sections coming into effect are:
Sec154 (company to have directors)
Sec160 (appointment of directors of a public company
to be voted on separately)
Sec161 (validity of acts of directors)
Sec168 - sec 169 (resolution to remove a director).
Sec170 - sec174 (directors' general duties)
Sec178 - sec181 (supplementary provisions)
Sec188 - sec189 (directors' long term service contracts)
Sec190 - 196 (substantial property transactions)
Sec197 - sec214 (loans, quasi-loans and credit transactions)
Sec215 - sec222 (payments for loss of office)
Sec223 - sec226 (supplementary)
Sec227 - sec230 (directors' service contracts)
Sec231 (contracts with sole members who are directors)
Sec232 - sec238 (directors' liabilities)
Sec239 (ratification of directors' acts)
Sec247 - sec259 (supplementary provisions)
The remaining sections of this Part will come into
effect on 1st. October 2008, these are:
Sec155 (at least one director must be a natural person)
Sec156 (direction requiring company to appoint director)
Sec157 - sec159 (minimum age)
Sec162 - sec167 (register of directors)
Sec175 - sec177 (conflicts of interest)
Sec182 - sec187 (declaration of interest in existing
transaction)
Sec240 - sec246 (directors' residential addresses: protection
from disclosure)
Part 13 Resolutions and meetings (sec281 - sec361)
(All sections except sec308 - sec309 (electronic notices
of meetings), which came into effect in January 2007
These provisions will be covered in more detail in a
future Company Law Club article. The principal changes
are:
Written resolutions
For private companies there is a shift away from general
meetings and towards written resolutions. Resolutions
can still be passed either as written resolutions or
at general meetings, but the requirement for a company
to have an Annual General Meeting is abolished. There
is increased regulation of written resolutions in sec288
- sec300), the major change being that a written resolution
is passed if agreed by the requisite majority of the
members for the resolution, (i.e. a majority or 75%%)
rather than having to be agreed by all the members,
as under the old law. There are new rules for the circulation
of such resolutions, including the requirement to fix
a time limit for passing, and a new right for members
having 5% of the voting rights to be able to demand
that a written resolution be put to the members. As
under the old law, a written resolution cannot be used
to remove a director or an auditor before the expiration
of their term of office (sec288).
General meetings
The requirement for an AGM having been abolished for
private companies, the minimum notice for a general
meeting of such companies is 14 days (longer can be
specified in the articles). For a PLC, it remains at
21 days for the AGM and 14 days for any other meeting,
even if a special resolution is to be proposed (under
the old law it was 21 days). Any general meeting can
be called on short notice agreed by a majority of members
who hold not less than 90% of the voting shares, though
the articles may increase this percentage to 95%, but
not a higher percentage (sec307). There are detailed
rules as to giving notice of meetings, including by
publication on a website and other electronic means.
PLC AGMs must be held within the six months following
the accounting reference date (sec336). There are some
special rules for quoted companies (sec341 - sec354)
Proxies
Members retain the right to appoint proxies, who can
vote on a show of hands as well as on a poll (sec285).
A member may appoint more than one proxy provided each
proxy has rights attached to different shares. Company
sponsored proxies must be made available to all members
(sec326)
Table A
As a result of these changes a new version of Table
A takes effect for companies registered between 1st.
October 2007 and 30th. September 2008. This is just
an interim version, which will be replaced by the new
model articles as from 1st. October 2008.
Part 14 Control of political donations and expenditure
Part 29 Fraudulent trading
Redefines the offence of fraudulent trading
Part 30 Protection of members against unfair prejudice
These provisions will be covered in more detail in a
future Company Law Club article. The new provisions
(sec994 - sec999) restate the 'alternative remedy' provisions
of the old sec459.
Part 32 Company investigations: amendments
Amendments to DTI powers of investigation of companies.
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