Newsletter 2010 Issue 05

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Company Law Solutions

The Company Law Club team now offers a range of company law services ranging from drafting articles to the procedures and documents for a whole range of company changes. For full details, please visit our new website at www.companylawsolutions.co.uk

Statutory Instruments

The only company law statutory instrument enacted since the last Newsletter is the Companies Act 2006 (Transfer of Audit Working Papers to Third Countries) Regulations 2010/2537. These extend the list of non-EEA countries to which audit papers may be sent to include Australia and USA.

Corporate directors

A company may be appointed as a director of another company, but since 1 October 2008 all companies have been required to have at least one natural person as a director, sec155 CA 2006. Companies that had only corporate directors on 30 September 2008 had a period of grace until 1st October 2010 for them to appoint a natural person. That period has now expired and any company that did not have at least one person as a natural director by 1 October 2010 is required to appoint one.

Having just corporate directors was a useful device in a number of contexts, including for wholly owned subsidiary companies, where an independent board may not be needed, and for simplicity when solicitors or company registration agents were setting up new companies for clients.

Registration of charges

The government has published a summary of responses to its consultation on the registration of charges created by companies and LLPs. This area of legislation has been stuck with law essentially as it stood under the 1948 Act, despite an attempt to amend it in 1976 and the passing of the Companies Act 2006. The document can be viewed on-line on the BIS website.

Yet another review of corporate governance

Not strictly within the Company law Club area of interest as it applies only to public companies, but you may like to know that Vince Cable, Secretary of State for Business has launched a review, ‘A Long Term Focus for Corporate Britain’, to consider whether there are failures in corporate governance and the markets. He is calling on company directors, shareholders and other investors to contribute their views on various issues including the problems of short-termism, investor engagement, directors’ remuneration and the economic case for takeovers.