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COMPANIES ACT 2006 |
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Company and business names See CLM ¶254 An updated version has been published of the regulations that set out which words and phrases in a company name need consent of the secretary of state and, in some cases, another body (SI 2009/2615). They apply as of 1 October 2009, and replace the previous regulations (SI 1981/1685). The list of sensitive words and phrases is largely the same, although it has been updated. For example, “apothecary” and “district nurse” have been removed, while “child support” and “data protection” have been added. The new regulations also take account of situations in which the location of the company’s registered office makes a difference to the body from which permission needs to be obtained because of devolved responsibility in that area. Separate new regulations set out which government department should be approached for consent to use a name that suggests a connection with different public authorities (SI 2009/2982). For example, if the name implies that the company is connected to the Law Commission, consent to use the name should be sought from the Ministry of Justice. These regulations apply as of 10 November 2009. Registered office See CLM ¶482, ¶570 BIS has issued a consultation paper seeking views as to whether a new statutory procedure should be introduced to combat the problem of companies registering bogus registered office addresses. Although not a widespread issue (Companies House receives around 18 complaints a month), it causes inconvenience and distress to those individuals or businesses whose addresses are registered incorrectly, for example by affecting their credit rating. There is already a procedure in the Companies Act 2006 for removing fraudulent or inaccurate material from the register (ss 1095, 1096 CA 2006; see CLM ¶4080), but BIS is of the opinion that this does not cover this situation. Therefore, it proposes to introduce a new procedure whereby the occupier of the premises could object to the use of his address by giving notice to Companies House. The company would then be informed of the objection and given a chance to change the address, agree with the occupier to keep using the address or challenge the objection by applying to court. If the company cannot keep using the address but does not change it, a note will be added to the register at Companies House that documents must be served on the company by placing a notice in the Gazette. The company may be ultimately struck off if it persists in refusing to change its registered office. A copy of the consultation paper can be found on BIS’ website: http://www.berr.gov.uk/consultations/open-consultations/index.html. Responses are invited by 19 January 2010. Shares and share capital See CLM ¶526, ¶915, ¶1484, ¶1509 BIS has issued a consultation on proposed changes to the contents of the statement of capital that companies are required to file at Companies House at various times. For a list of the contents at present, see CLM ¶915. The requirement to provide information on the amount paid up and the amount unpaid on each share, whether in respect of its nominal value or its premium, causes certain companies problems because: » it may require them to include a long list of information, for example where they have allotted shares at different prices, or issued shares frequently (e.g. under an employee share scheme); and » they may not be able to give an accurate answer as to how much is paid up on each share, for example where a company has a long history during which it has bought back, cancelled or consolidated shares. More generally, there are doubts about how useful figures as to how much is paid up and unpaid are to creditors because the value of a company’s share capital often bears little resemblance to its actual worth (see CLM ¶725+).
BIS proposes that the absolute minimum disclosure requirement on the statement of capital should include: » the number of shares in total and in each class. This enables shareholders to ascertain the proportion of the shares they own, and therefore their share of the voting or dividend rights. It is also a requirement of the Second Company Law Directive (EC Directive 77/91); » the amount unpaid on the shares. This tells shareholders and creditors how much is owed to the company without it issuing new shares; and » for public companies, the total nominal value paid up on shares. This is necessary to show that the company meets its minimum paying-up requirements (see CLM ¶1137). In addition, companies may be required to provide the following information: » the total nominal value paid up on shares; » the total nominal value of shares (paid up or not); and/or » the value of the share premium account (as an aggregate figure for the whole company). This would address some companies’ difficulties in providing information on a per-share basis about the amounts paid up and unpaid in respect of the nominal value and premium. The proposals do not apply to the statement of capital required on formation, as all of the relevant information will be available to those completing the form. The consultation is open until 11 January 2010. A copy can be found at: http://www.berr.gov.uk/consultations/open-consultations/index.html.
Response to consultation on disclosure of directors’ loans See CLM ¶2897 The Government has published its response to the recent consultation on the issue of the disclosure of directors’ loans in company accounts (see CLM 2009 Newsletter Issue 5). It has reported unanimous support for the proposed short-term solution of amending only the provision relating to banking companies and the holding companies of credit institutions (s 413(8) CA 2006) to require these companies to disclose only aggregate figures with no breakdown for individual directors, as was the position under CA 1985. To make this change, the Companies Act 2006 (Amendment of Section 413) Regulations 2009 (SI 2009/3022) will come into force on 23 December 2009, applying to financial years ending on or after that date. If the Government wishes to propose any further amendments to the new Companies Act to clarify the meaning of section 413 and/or to extend its scope it will carry out a further consultation.
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CA 2006 |
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Tax Memo 2009-2010 has been fully revised and updated to reflect law and practice as at the date of Royal Assent to the Finance Act 2009, and includes commentary on the: - New benchmark system for employee subsistence expenses - Restriction of tax relief available on pension contributions made by higher earners and the special annual allowance - Abolition of the commissioners’ system for tax cases and introduction of the new tribunals - Implementation of the new harmonised system for tax penalties - Changes to cross-border services for VAT (from January 2010)
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Tax Memo 2009-2010 |
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Benefits: Book and online / 100% reader-friendly / Regularly updated |
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PUBLISHED IN OCTOBER |
