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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 Ltd 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 now up to date to the Third Commencement Order. |
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Third Commencement Order The Companies Act 2006 (Commencement No. 3, Consequential Amendments, Transitional Provisions and Savings) Order 2007 (SI 2007/2194) received Royal Assent on 25 July. This Third Commencement Order was discussed in Issue 5. It mainly deals with the provisions coming into force on 1 October 2007 including parts relating to directors, derivative claims, resolutions and meetings and the business review. It also sets out various transitional provisions and consequential repeals and amendments. The Order brings the following provisions into force on 15 December 2007 so far as necessary for the purposes of any regulations made before that date to implement the EC Directive on cross-border mergers (EC Directive 2005/56): » the registrar's requirements as to form, authentication and manner of delivery (s 1068); » hard copy and electronic form and related expressions (s 1168); and » the extension of Companies Acts to Northern Ireland (s 1284). Draft new model articles BERR has published a new set of model articles in the draft Companies (Model Articles) Regulations 2007. This draft is open to consultation until 30 September, and the Government anticipates being able to finalise these regulations in the autumn this year. The draft new model articles destination table on the FL Memo Ltd newsletter homepage (follow the link to “Companies Act 2006 draft new model articles destination table”) has been updated to reflect the changes made by the new draft, so that readers can update the references made to the original draft new model articles in Company Law Memo 2007 that were applicable at the time of publication. The new model articles under the Companies Act 2006 are expected to apply to companies incorporated on or after 1 October 2008. BERR has announced that, as a transitional measure, it intends to amend Table A (as well as Tables B to F) for companies incorporated on or after 1 October 2007 in order to take into account changes made by the implementation of many of the company management provisions in the new Act on that date. These transitional arrangements may be further updated in April 2008, when the third tranche of the new Act is due to come into force, and they will remain in place until the new model articles come into force in October 2008. At the time of writing, a draft of these transitional arrangements had not yet been published. Readers will be kept up to date with developments in future editions of Company Law Memo 2007 Newsletter and via the online updates. Political donations See CLM: ¶3204 Two statutory instruments on the subject of political donations received Royal Assent in the second half of July: the Companies (Interest Rate for Unauthorised Political Donation or Expenditure) Regulations 2007 (SI 2007/2242) and the Companies (Political Expenditure Exemption) Order 2007 (SI 2007/2081). They will both come into force on 1 October 2007, to coincide with the implementation of the main parts of these provisions in the new Companies Act. If a company makes a donation or incurs expenditure without the shareholders’ authorisation, the directors will be liable to repay the sum spent, plus interest. The regulations set the interest rate at 8% per annum (SI 2007/2242). The order exempts political expenditure by newspapers and other publishing and media companies in the normal course of their business from the restrictions, so that they do not need authorisation from their shareholders to report the news (SI 2007/2081). |