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COMPANIES ACT 2006: IMPLEMENTATION |
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Brought into force this month Several provisions of the new Companies Act are now in force, some of which will have a greater impact on companies than others. The online updates consider these changes in detail. Communications See CLM: ¶3651+, ¶3695+, ¶3732+ The provisions in the new Act relating to how companies communicate with their shareholders and others have been brought into force (ss 1143-1148, Sch 4, Sch 5 CA 2006). This far-reaching implementation is discussed in detail in this issue’s Focus on. Some related provisions have also been brought into force which deal with communications in specific circumstances: » notices of shareholder meetings must now be given in hard copy, electronic form or on a website (s 308 CA 2006); » if notice of a shareholder meeting is to be made available on a website, notice of its availability must state that the notice concerns a shareholder meeting, give the time, date and place of the meeting and state whether the meeting will be an AGM (s 309 CA 2006); and » if the company includes an electronic communications address in the notice of a meeting or the proxy notice for the meeting, it is deemed to have consented to being contacted about the meeting or proxies (as applicable) in that manner (s 333 CA 2006). Shareholders See CLM: ¶2042+, ¶3990+ Shareholders in public companies are no longer required to disclose their interests in the company’s shares over a certain threshold. Instead, they will have to provide this information when requested by the company (ss 791-807, 820-828 CA 2006). Shareholders can still require the company to issue a request. The requirements to keep a register of interests in public company shares have been altered accordingly (ss 808-811, 813, 815-819 CA 2006). Directors See CLM: ¶4245 Directors can now be held liable for any loss suffered by the company as a result of him making an untrue or misleading statement, or omitting to include required information, in the directors’ report, remuneration report (in the case of listed companies) or in any summary financial statement derived from either of these reports (s 463 CA 2006). See Legislation for further details. Management See CLM: ¶3907, ¶4049, ¶4069+, ¶4090 Certain provisions relating to Companies House have been brought into force. Their implementation will not have a significant effect on companies or other persons dealing with Companies House, as it already had procedures in place to facilitate electronic communication and filing. » Documents subject to the First Company Law Directive disclosure requirements (art 3 EC Directive 68/151) can be filed at Companies House electronically (ss 1068(5), 1078 CA 2006). These documents include constitutional documents, information about directors, accounts etc. Related requirements on Companies House to advertise this information in the Gazette and keep it electronically have also come into force (ss 1077, 1079, 1080 CA 2006). » Any person may inspect the register and obtain copies of an entry (subject to certain information not being available to the public, e.g. a director’s address where a confidentiality order has been obtained, passwords etc) (ss 1085-1087, 1089-1092 CA 2006). Companies House can set out rules as to how requests to inspect or copy the register should be made, but applications to inspect or copy documents subject to the First Company Law Directive disclosure requirements must be able to be made in hard copy or electronic form. Certified copies must be provided of any document requested as a hard copy, unless the recipient waives the requirement; if a copy is provided in electronic form, it only has to be certified if the recipient requests (regulations as to how it can be certified have been set out, SI 2006/3429). As regards certified copies of documents to be sent to Companies House, Companies House can stipulate how they can be certified (s 1111 CA 2006). Regulations have already withdrawn the requirement for office copies to be delivered to Companies House under some provisions (ss 54(7), 425(3), 427(5) CA 1985 and s 201(4) IA 1986; SI 2006/3429). » Applications can be made to Companies House for an address to be unavailable to the public (s 1088 CA 2006). Regulations will be set out in due course in this regard. Meanwhile, the provisions of CA 1985 relating to confidentiality orders are still in force (ss 723B-F CA 1985; with the exception of s 723C(1)(a) which relates to a repealed part of CA 1985). » Provisions relating to translations of Companies House filings have also been brought into force (ss 1102-1107 CA 2006). Documents submitted to Companies House in Welsh must be accompanied by a certified English translation, unless they are on one of the pre-printed Welsh forms. Certain other documents (e.g. constitutional documents, copy group accounts and charges) can be filed in other languages with an English translation, but all other documents must be submitted in English. Translations into any of the official languages of the EU can be filed in respect of any of the documents subject to the First Company Law Directive disclosure requirements. Coming into force on 6 April See CLM: ¶2247+, ¶2735, ¶2931, ¶3379+, ¶3494, ¶3958+, ¶7232 The following provisions of the new Act will be brought into force on 6 April, with further related repeals and amendments of CA 1985 to be made on the same date: » the provision enabling regulations to be made setting out Companies House fees (s 1063 CA 2006); » the secretary of state will no longer have the power to take court action on a company’s behalf following a CIB investigation (s 1176 CA 2006, which repeals s 438 CA 1985 and makes consequential amendments to related provisions); » some of the restrictions on directors will no longer apply (s 1177, Sch 16 CA 2006): - the prohibition on tax-free payments to directors (currently in s 311 CA 1985); - the requirements for directors to disclose their interests in shares and for companies to keep a register of such disclosures (in ss 323-329, Pt II-IV Sch 13 CA 1985); and - the restrictions on directors of public companies being in office past the age of 70 (in ss 293, 294 CA 1985); » the secretary of state will no longer have to report to parliament on companies legislation matters (s 1179 CA 2006, repealing s 729 CA 1985); and » the provision relating to how a document can be authenticated by the company is also to be repealed (in s 41 CA 1985). |
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The Companies Act 2006 received Royal Assent on 8 November 2006. The final text of the Act, explanatory notes and tables of destinations and origins are now freely available to download at http://www.opsi.gov.uk/acts/acts2006a.htm |
