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COMPANIES ACT 2006: IMPLEMENTATION |
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The final text of the Companies Act 2006, explanatory notes and tables of destinations and origins are now freely available to download at: http://www.opsi.gov.uk/acts/acts2006a.htm. The Act received Royal Assent on 8 November 2006. To see when specific sections of the Act will or have come into force, check the implementation timetable on the FL Memo newsletter homepage (follow the link to “Companies Act 2006 implementation timetable”). This document will be updated as new secondary legislation is passed and further announcements are made. The implementation timetable is up to date to the recent announcements (see below). |
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New regulations |
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In addition to the Fifth Commencement Order, BERR has announced that it has published a number of other regulations. Some are in draft pending approval by Parliament (affirmative resolution), others have been made and will be passed unless Parliament objects (negative resolution). The regulations mainly concern those parts of the new Act due to be brought into force on 6 April 2008.
The Fees Regulation was published on OPSI on 20 December (http://www.opsi.gov.uk/si/si200735). At the time of writing, the drafts of the regulations marked * were not yet available, although they should be added to the BERR and OPSI websites soon. Previous drafts of most of these regulations were published earlier this year (see Issue 6). The draft Overseas Companies Regulations 2008 have been published for the first time (for overseas companies generally, see CLM ¶140+). BERR has opened a consultation on these regulations. In a change to the Government’s intentions described in the February consultation paper, the draft regulations apply to overseas companies with either a branch or a place of business in the UK (“Companies Act 2006 – A Consultative Document” (February 2007). Branches and places of business are collectively referred to as “establishments” in the regulations. When the changes come into force, the same requirements will apply to all establishments in the UK, making compliance easier. Some of the regulations amend and adapt provisions of the 2006 Act for use by overseas companies. The regulations will impose various registration and filing requirements on overseas companies with an establishment in the UK. These include requirements to file: » accounts and reports (either to the same level as stipulated by the overseas company’s “home” law, or to comply with the standards set out in the regulations if the home law does not impose any such requirements); » details about any insolvency proceedings applicable to the establishment; and » the residential addresses of directors/permanent representatives. These details will be protected in a similar way to domestic directors’ residential addresses. The regulations also deal with certain “housekeeping” matters. UK establishments will be subject to trading disclosure obligations that are comparable to those that will apply to domestic companies. They also set out how contracts can be executed by establishments. UK establishments will also have to register charges over their property in the UK. The regulations address the issue of overseas companies that have not registered a branch in the UK making precautionary registrations of charges (so-called “Slavenburg” companies), a practice that arose following case law on the subject. The regulations will only apply to overseas companies with a registered establishment. Therefore, Companies House will no longer have to maintain the “Slavenburg register”. The draft regulations and consultation can be found on BERR’s website: http://www.berr.gov.uk/bbf/co-act-2006/draft/page40411.html. The consultation is open until 7 March 2008. |
