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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 up to date to the recent announcements (see below). |
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Provisions in force last month Various provisions of the Companies Act 2006 come into force on 1 October 2007. This is the subject of the Focus on… in Issue 7, which looks at each of the areas affected, giving details of the provisions coming into force and the related paragraphs of Company Law Memo 2007. Implementation delays Stephen Timms, the Minister of State for Competitiveness, made a written statement to parliament on 7 November 2007 detailing changes to the Companies Act 2006 implementation timetable. The commencement date for most of the provisions due to be commenced on 1 October 2008 will be put back to 1 October 2009. The vast majority of those provisions due to be commenced in April 2008 will not be affected and will go ahead as planned. The changes are reflected in our implementation timetable. The issue has been the need to alter Companies House systems and processes to deal with the new filing requirements in the 2006 Act. However, there may still be a limited number of provisions which could be commenced on 1 October 2008 without affecting Companies House unduly. The government is consulting on the implementation of those provisions. A further statement will be made by the government in December, setting out the final commencement timetable that is expected to result from these discussions. In the meantime, the government has produced an interim timetable. Most provisions initially intended for October 2008 have been put back until October 2009. However, some provisions may be treated differently. The key problem areas are as follows. |
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Consultation on the application of CA 2006 to LLPs See CLM: ¶77+ |
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BERR has published a consultation document on the application of the new Companies Act to Limited Liability Partnerships (LLPs). It sets out in more detail which provisions of the new Act are expected to apply to LLPs and proposals for related changes to the LLP regulations (SI 2001/1090). In summary, the consultation seeks comments on a number of issues, including: » amending the LLP regulations to simplify them as well as to reflect the new Companies Act; » the application of provisions in the new Act that will mean no change for LLPs because the sections have been restated and the CA 1985 equivalents apply to LLPs; » which of the new provisions in CA 2006 should apply to LLPs, including: - filing periods and late filing penalties for accounts; - the functions and powers of Companies House; - the rules for communicating with and serving documents on companies; - keeping members’ residential addresses off the public record (set out in the draft Companies (Particulars of Usual Residential Address) Regulations 2008); and » which of the new provisions of CA 2006 will not apply to LLPs, including the provisions setting out directors’ duties, the new derivative action procedure and the business review part of the directors’ report to the accounts. These provisions are not expected to apply to LLPs because they are specific to the management structure of companies. The government anticipates being able to publish draft regulations on the applicability of the new Companies Act to LLPs by mid-2008. These regulations and the relevant provisions of CA 2006 are expected to come into force for LLPs in October 2009. The consultation paper can be found at: http://www.dti.gov.uk/consultations/page42363.html. Comments are invited by 8 February 2008. |
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Provision |
Subject |
Implementation |
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s 1175 |
removal of special provisions about accounts and audit of charitable companies |
Still due to come into force in March 2008 |
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ss 69-74 |
objections to company names |
Consultation pending: may still come into force on 1 October 2008 |
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ss 82-85 |
disclosure of company name |
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ss 155-159 |
requirements to have one “human” director and only directors over 16 |
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175-177 |
remaining directors’ duties: to avoid conflicts of interest and duty, not to accept benefits from third parties and to declare interests in proposed transactions |
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ss 180-181 |
shareholders ratifying breach of duty |
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ss 182-187 |
directors’ duty to declare interests in existing transactions |
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ss 811(4), 812, 814 |
inspection of a public company’s register of interests in its shares |
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- |
repeal of the prohibition in CA 1985 on financial assistance for acquisition of shares in private companies |
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ss 362-369 |
requirement for approval of donations to/expenditure relating to independent election candidates |
Still due to come into force on 1 October 2008 |
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s 1157 |
power of the court to grant relief from liability |
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ss 1277-1280 |
voting rights of institutional investors |
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ss 275-279 |
register of secretaries |
Due to come into force on 1 October 2009, not 6 April 2008 |
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ss 327(2)(c), 330(6)(c) |
notice of appointment of proxies |
Not being implemented for the time being |