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SIs Made for October 2008 Commencement
The following SIs, with commencement dates of 1 October 2008, have recently been made:
• The Companies Act 2006 (Commencement No. 7, Transitional Provisions and Savings) Order 2008 [relating primarily to the new solvency statement route for reduction of the capital of private companies]. (The Order includes an addition to the Fifth Commencement Order which comes into force on 11 August.)
• The Companies (Reduction of Share Capital) Order 2008
• The Company Names Adjudicator Rules 2008
• The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008
This is in addition to the following SIs, made earlier this year:
• The Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007 (mainly 1 April 2008 but some provisions for 1 October 2008)
• The Companies Act 2006 (Commencement No. 6, Saving and Commencement No. 3 and No. 5 (Amendment)) Order 2008 (paragraph 1 of Schedule 3 only)
• Companies (Trading Disclosures) Regulations 2008
Further details, including links to the SIs and Explanatory Memoranda on the OPSI website, are available on the Regulations and Commencement Orders – made or laid in draft page.
The Department has also made the following regulations coming into force on 1 October 2008 relating to the application of the Companies Act 2006 to Limited Liability Partnerships (LLPs):
• The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
• The Small Limited Liability Partnerships (Accounts) Regulations 2008
• The Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008
Further details on these SIs are available from the Limited Liability Partnership pages.
Restoration to the register of companies dissolved prior to 1969
Under the Companies Act 1985 (as amended by the Companies Act 1989) and the equivalent legislation in Northern Ireland, the normal time limit for applying to have a dissolved company restored to the register is currently two years from the date of the dissolution of the company (this will be increased to 6 years from 1 October 2009). The position is different in respect of damages for personal injury. In such cases there is currently no time limit, except that companies dissolved before 16 November 1969 (11 March 1971 in Northern Ireland) cannot be restored.
That bar on restoration of companies dissolved before those dates in 1969 or 1971 means that some ex-employees or their estates are unable to press claims for compensation in respect of personal injury or fatal accident, against either the employing company, its insurers or the Financial Services Compensation Scheme, simply because the company was dissolved prior to 1969 (or 1971).
To enable ex-employees or their estates to receive compensation which they are currently unable to obtain, the Government has decided to remove the bar and to do so from 1 October 2008. (The new provisions contained in Part 31 of the Companies Act 2006 on Dissolution and Restoration to the Register, however, will come into effect, as proposed, from 1 October 2009. Until then, the old law remains in force, but without the exception for companies dissolved before 1969 (or 1971).)
The repeal of the current bar is contained in article 2(f) of the Companies Act 2006 (Commencement No. 7, Transitional Provisions and Savings) Order 2008. A copy of the Order can be found at Regulations and Commencement Orders – made or laid in draft.
In addition, there are some Frequently Asked Questions on the removal of the bar in the FAQ page.
Articles of association – amendment of Tables A to F of the Companies Act 1985
The Government has decided that there is no conflict between Tables A to F of the Companies Act 1985 and provisions of the Companies Act 2006 that are being commenced with effect from 1 October 2008. There will therefore be no amendment of these Tables in October 2008.
Draft Overseas Companies Regulations
An updated draft of the draft Overseas Companies Regulations 2008 is now available on the BERR website, along with the Government response to the December 2008 consultation on the first draft of these regulations. The regulations are available on the Regulations Draft page of this site. These regulations will come into force in October 2009.
Accounts and Reports Guidance
The Department has published guidance on the accounting and reporting requirements under the Companies Act 2006.
The guidance aims to help users to find their way around the new accounting regulations under the 2006 Act that replace the Companies Act 1985 accounting schedules and regulations. It also flags up where there have been substantive changes and what the impact of these will be. Finally, it includes a section on the application of the IAS Regulation; this largely restates in terms of the 2006 Act guidance issued in 2004.
The guidance is available on the Regulations and Commencement Orders – made or laid in draft page.
20 June 2008
Draft secondary legislation: The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008
The Department has published a draft of the Eighth Commencement Order, which will commence provisions of the Act with effect from 1 October 2009, and an accompanying consultative document. Both documents are available from the Regulations - draft page.
The Department has invited comments on the draft Order by Friday 5 September.
The Department has published on the ‘Regulations – draft’ page a revised draft of The Companies Act 2006 (Commencement No. 7 and Transitional Provisions) Order which includes the repeal of the current bar against restoring to the register companies which were dissolved prior to 16 November 1969. This will enable former employees, their dependants and other people to pursue claims against such companies for damages for death or personal injury. The Department has invited comments on the revised draft Order by Friday 4 July.
The Department has published, for consultation, the following SIs:
Reduction of Share Capital
• The Companies (Reduction of Share Capital) Order – Consultation closes 23 May 2008
• The Companies Act 2006 (Commencement No. 7, Consequential Amendments and Transitional Provisions) Order – Consultation closes 23 May 2008
Names Adjudicator Rules
• The Company Names Adjudicator Rules – Consultation closes 6 June 2008
Disclosure of Directors’ Addresses
• The Companies (Disclosure of Address) Regulations – Consultation closes 11 July 2008
The Department has also published, for comment by 23 May 2008, the regulations relating to the application of the Companies Act 2006 to Limited Liability Partnerships (LLPs).
The Department has additionally published a draft of The Companies Act 1985 (Annual Return) Regulations.
Further details are available on the Regulations Draft page of this site.
Draft secondary legislation
The Department has published revised drafts of the following SIs (which all have a commencement date of 1 October 2009):
Articles of Association
Registration and filing
Further details are available on the Regulations draft page of this site.