Companies Act 2006

The Companies Act 2006 received Royal Assent on 8 November 2006 and certain aspects came into force on Royal Assent, on 1 January 2007 and on 20 January 2007.

It is hoped that the Act will bring major benefits to business by both modernising and simplifying company law.  For further information on the Act and the key changes please click here.

The Government has now announced the key implementation dates for the remainder of the Act as follows:

With effect from 1 October 2007:

• Part 9 – Exercise of members’ rights;
• Part 10 – A company’s directors, other than provisions relating to directors’ conflict of interest duties, directors’ residential addresses and underage and natural directors;
• Part 11 – Derivative claims and proceedings by members;
• Part 13 – Resolutions and meetings, and, related to this, sections 485-488 of Part 16 –Audit;
• Part 14 – Control of political donations and expenditure;
• Section 417 of Part 15 – Contents of directors’ report: business review;
• Part 29 – Fraudulent trading;
• Part 30 – Protection of members against unfair prejudice;
• Part 32 – Company investigations: amendments.

With effect from 6 April 2008:

• Part 12 – Company secretaries;
• Part 15 – Accounts and reports, other than section 417;
• Part 16 – Audit, other than sections 485-488;
• Part 19 – Debentures;
• Part 20 – Private and public companies;
• Part 21 – Certification and transfer of securities;
• Part 23 – Distributions;
• Part 26 – Arrangements and reconstructions;
• Part 27 – Mergers and divisions of public companies;
• Part 42 – Statutory auditors.

With effect from 1 October 2008:

• Part 1 – General introductory provisions;
• Part 2 – Company formation;
• Part 3 – A company’s constitution;
• Part 4 – A company’s capacity and related matters;
• Part 5 – A company’s name;
• Part 6 – A company’s registered office;
• Part 7 – Re-registration as a means of altering a company’s status;
• Part 8 – A company’s members;
• Part 10 – A company’s directors; provisions relating to directors’ conflict of interest duties, directors’ residential addresses and underage and natural directors
• Part 17 – A company’s share capital;
• Part 18 – Acquisition by limited company of its own shares;
• Part 24 – A company’s annual return;
• Part 25 – Company charges;
• Part 31 – Dissolution and restoration to the register;
• Part 33 – UK companies not formed under the Companies Acts;
• Part 34 – Overseas companies;
• Part 35 – The registrar of companies;
• Part 41 – Business names.

Semple Fraser will be issuing a number of briefings over the coming months on key aspects of the new Companies Act.  If you wish to receive these briefings please sign-up  online.

For further information please contact: Bill Fowler

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