Any advice given in the questions and answers that follow should not be regarded as legally binding; you may want to seek your own legal advice on particular issues.
We will aim to keep this webpage up to date with answers to questions of general interest; we can’t offer advice on individual specific circumstances.
The following subjects have attached questions and answers.
Q. What is the Companies Act 2006?
A. The Companies Act 2006 is a piece of primary legislation that largely applies to companies directly. A number of provisions are currently being set out in secondary legislation, mainly through regulations or orders made by statutory instrument.
Q. Why is the Companies Act 1985 changing?
A. The Companies Act 1985 has been changed in order to meet four key objectives:
Q. Where can I get a copy of the Companies Act 2006?
A. A copy of the Companies Act 2006 is available from the Office of Public Sector Information http://www.opsi.gov.uk/acts/acts2006a.htm, or from the Companies Act Publications page of the Companies House website.
Q. Who authorised the changes brought about by the Companies Act 2006?
A. The government established the Company Law Review Group in 1998 to consider in detail how company law could be modernised. The Company Law Review recommendations became the blueprint for the reforms proposed in the Company Law Reform White Paper issued in March 2005. Following consultation, the White Paper proposals evolved into a draft Bill which was then debated during its passage through Parliament. Finally, the Bill received Royal Assent (official approval) on 8th November 2006.
Q. Where can I get more information about the Companies Act 2006?
A. More information about the Companies Act 2006 is available on the Department for Business, Enterprise and Regulatory Reform website at http://www.berr.gov.uk/bbf/co-act-2006/index.html
Q. Is the Companies Act 2006 now complete?
A. No. The Act will be supplemented by a series of Regulations using powers given to the Secretary of State in certain parts of the Act. It will be supplemented by Commencements Orders which bring the Act into force. As they are published, details can be at http://www.berr.gov.uk/bbf/co-act-2006/made-or-before-parliament/page35232.html
Q. What are the main changes in the Companies Act 2006?
A. Some of the key effects resulting from the Act include:
Key benefits: Shareholders
Q. When will the Companies Act 2006 come into force?
A.The Act will not be fully implemented until October 2009, however there will be earlier implementations in April 2007, October 200, April 2008 and October 2008. Details can be found on the Department for Business, Enterprise and Regulatory Reform and Companies House websites.
Click here for the commencement timetable.
Q. Will there be a notice period following changes made in the Companies Act 2006?
A. Companies House intends to give all companies, directors and customers notice prior to any changes being implemented. The Companies House website will be updated with news regarding changes and implementation timescales.
Q. What Companies Act changes that affected Companies House changes were introduced in April 2007?
A. For details of the implementations introduced on the 6 April 2007 click here (http://www.companieshouse.gov.uk/companiesAct/implementations/apr2007.shtml)
Q. What Companies Act 2006 changes were introduced on 1st October 2007
A. For details of the October 2007 changes click here (http://www.companieshouse.gov.uk/companiesAct/implementations/oct2007.shtml)
Q. What is the scope of the Companies Act 2006 changes being implemented on 6th April 2008?
A. For the scope of the April 2008 implementation click here (http://www.companieshouse.gov.uk/companiesAct/implementations/apr2008.shtml) .
Q. What are the Companies Act changes for 1st October 2008?
A. For details of the October 2008 changes click here (http://www.companieshouse.gov.uk/companiesAct/implementations/oct2008.shtml)
Q. Will transitional timetables be issued?
A. Transitional provisions are being included in the Commencement Orders. However, this does not mean that there will not be separate provisions at a later date.
3. Directors - Addresses
Q. Will directors still have to provide their residential address to Companies House?
A. Yes. Every director must provide both their usual residential address and, for each directorship, a service address. The service address will be on the public record; the residential address will be protected information. A director may choose to use his residential address as his service address; in which case the fact that the two addresses are the same will be protected information.
Q. What does the introduction of service address mean for directors?
A. Directors will still need to file their residential address with Companies House but they will also have the choice of filing a service address. The service address can be the same as the residential address, or the registered office address, or it can be somewhere different. The residential address will be held on a private register only available to predetermined organisations. This will be introduced from October 2009.
Q. Will a payment be required for directors who wish to file a service address?
A. No. When service addresses are introduced they will be free.
Q. Who will be able to obtain a directors’ residential address from Companies House and why?
A. The following will be able to directors residential addresses:
Q. Which directors’ addresses will not be provided to credit reference agencies?
A. Credit Reference agencies will not be able to obtain the usual residential address of any director who is the beneficiary of a valid Confidentiality Order on 30 September 2009 or who has made a successful application to the Registrar on the grounds that he is:
Q. Does the legislation relating to service addressed allow a ban of up to 5 years if the address was found to be ineffective?
A. Yes, if the service address is ineffective the Registrar does have the power to ban the use of this address and place the usual residential address on the public register.
Q. If a company is in default, will any letter addressed to the directors go to the Service Address or residential address?
A. Letters will be sent to the Service Address.
Q. Will Companies House still register ’Confidentiality Order’ for directors under severe threat, as well as the service address option?
A. Confidentiality Orders will cease on implementation of the Act on 1st October 2009. Section 243(5) will allow for Directors at risk to apply for their usual residential address not to be disclosed to Credit Reference Agencies. All directors will be required to have a service address for the public record and provide their usual residential address which will only be provided to Public Authorities and Credit Reference Agencies.
Q. As residential addresses are no longer required, will confidentiality orders need to be renewed?
A. Only directors whose confidentiality order expires before 1st October will need to renew their order. From 1st October 2009 if a director is at risk of harm they will be able to apply under Section 243(5) for their usual residential address not to be disclosed to Credit Reference Agencies.
4. Directors - Other
Q. Is there any guidance available on the new directors duties?
A. BERR has published on the website a structured collection of helpful quotations from ministerial statements made during the Parliamentary debates on the Bill. www.berr.gov.uk/files/file40139.pdf. And the explanatory notes on the Act are available on the OPSI website:
www.opsi.gov.uk/acts/en2006/2006en46.htm A growing number of publishers are producing textbooks on the new Act. The Department has no plans to produce any further guidance.
Q. Will there be a minimum and maximum age for directors?
A. The Act introduces a minimum age for a director of 16. Any directors under 16, when the Act is implemented in October 2008, will automatically cease to be a director.
From 6th April 2007 the maximum age for directors of PLC’s, which was 70, has been removed.
Q. What will happen to existing under age directors on implementation of the 2006 Act?
A. Existing under age directors will cease, with no notification to the registrar required. However, the company will need to amend their register of directors to reflect the fact that the appointment has ceased.
Q. Will the under age directors’ rules apply retrospectively?
A. Yes. Where a person appointed a director of a company before section 157 (minimum age for appointment as director) comes into force has not attained the age of 16 when that section comes into force, that person ceases to be a director.
Q. When will the new requirement for each company to have at least one director who is a natural person take effect?
A. 1 October 2008, but there will be a grace period until October 2010 for any Company which did not have at least one director who is a natural person at the time when the 2006 Act received Royal Assent (8 November 2006).
Q. When the new restrictions on directors are introduced e.g. no sole corporate or under age directors, will they apply to dormant companies?
Q. What if, as a consequence of the changes, the company does not have an eligible director?
A. Companies without an eligible director will be in default.
Q. When will the requirements repealing the need for disclosing other directorships come into force?
A. The requirements for ‘other directorships’ will not be repealed until 1st October 2009, the same time as the remainder of Part 10 – Directors.
Q. S.288 of the 1985 Act was repealed on 1st October 2007. If a new director is appointed after that date, which company form do I use to comply with the new S.167 2006 Act?
A. It is only certain sections of Part 10 of the Act that are being implemented in October 2007; these are the sections relating to director’s duties. The repeal of Section 288 will not be repealed until 1st October 2009 so directors should continue to be appointed on the current form until section 167 of the Companies Act 2006 comes into force
Q. Do I still need a secretary after April 2008?
A. From 6th April 2008 private companies will have the option whether or not they have a company secretary. If the company decide to no longer have a secretary after that date they will need to inform Companies House on the usual 288b form.
Q. When will the company secretary changes come into force?
A. From 6th April 2008 the provision for enabling private companies to choose whether they wish to have a company secretary, will come into force.
Q. Can the company just have a sole director and no secretary?
A. Yes, as long as it is a private company and from 1st October 2008 that the director is a natural person.
Q. Must a secretary also be a natural person or can they be a corporate?
A. The new provisions relating to natural directors do not apply to secretaries. Secretaries can still be corporate.
Q. Will the company be required to amend the Articles?
A. The company will be required to amend the Articles if there is specific reference to the company having a secretary. However if the Articles only refer to the secretaries duties there is no need to make an amendment.
Q. When the company amends the Articles what documentation must be submitted to Companies House?
A. The company must submit a written or special resolution together with an updated version of the Articles.
Q. When do the remaining provisions relating to secretaries come into force?
A. These come into force on 1st October 2009 From that date secretaries who are an individual person will be able to file a service address for the public record and corporate secretaries will be required to give details of where they are registered and the registered company number, if applicable.
6. Accounts and Reports
Q. When will the new Act’s requirements on accounts / reports come into effect?
A. Generally the requirements on the form and contents of accounts and reports in Part 15 of the Companies Act 2006, and the new regulations to be made under it, will be commenced with effect for accounts and reports beginning on or after 6 April 2008. Accounts and reports for periods beginning before then will continue to be prepared in accordance with the Companies Act 1985.
However, the new business review requirements in section 417 of the Companies Act 2006 will be commenced for reports for financial years beginning on or after 1 October 2007.
Q. Will certain companies still be able to file abbreviated accounts?
Q. Will there be a change to the type of accounts we can file and the statements we have to use?
A.The accounts types will remain the same but the statements for companies with accounting periods starting on or after 6th April 2008 will be required to refer to the Companies Act 2006 statements (Click here for the new accounts statements).
Q. Will there be any changes to the accounts exemption thresholds?
Q. Will Limited Liability Partnerships be affected by the changes brought in by the CA 06?
A. Yes. LLPs accounts with accounting periods starting on or after 6th April 2008 will now have 9 months to file their accounts at Companies House or 21 months from the date of incorporation.
However the content of LLP accounts is unaffected and must still be prepared in accordance with the Companies Act 1985 as applied by the Limited Liability Partnership Regulations 2001
Q. Will the special rules concerning the audit of small charitable companies remain in place?
A. For financial periods beginning on or after 1st April 2008 there are no longer special rules regarding audit exemption for charitable companies. They can qualify for audit exemption under company law in the same way as any other company. Charitable companies may also be subject to separate requirements for audit or other scrutiny of their accounts under charity law. For more information see www.charity-commission.gov.uk for charities registered in England or Wales or www.oscr.org.uk for charities registered in Scotland.
Q. Can LLPs take advantage of the higher small/medium thresholds?
A.Yes. However the higher thresholds for qualifying as small or medium will only apply to LLPs with accounting periods starting on or after 1st October 2008.
Q. The software that we use (for small companies), in providing accounting services to our clients, refers to the Companies Act 1985 in a number of places in the accounting reports. Our understanding is that the Companies Act 1985 has been superseded and the valid act is the Companies Act 2006. Should our software therefore refer to the 2006 Act and not 1985?
A. The section of the Companies Act 2006 relating to the new requirements for accounts does not come into force until 6th April 2008, and will apply to accounting reference dates beginning on or after that date. Regulations for accounts contents are currently being drafted and are due to be finalised at the end of the year when further guidance will be issued on the statements required.
Q. Do we need to change the s249 statement in our accounts for the changes that come into force on October 2007?
A. No, changes to statements in accounts will only be necessary for accounting periods beginning on or after 6th April 2008, when the accounting provisions under the 2006 Act are implemented.
Q. What are the changes to the accounts filing dates?
A. The filing dates for accounts will be reduced from 10 months to 9 months for private companies and from 7 months to 6 months for PLCs.
Q. When will the reduction in the accounts filing dates be introduced?
A. The reduction in the accounts filing deadlines will be introduced for companies with accounting periods beginning on or after 6th April 2008.
Q. What changes will there be to our accounts?
A. Many of the changes to the accounts have yet to be defined, however for companies with accounting periods beginning 6th April 2008, the filing times for accounts will be shortened to 9 months for private companies and 6 months for public companies
Q. When will the 10 months for filing our accounts be shortened to 9 months?
A. The shortened filing for accounts will come into force for companies with accounting periods beginning on or after 6th April 2008.
Q. What are the specific references in the 2006 Act that relate to the shortening of the accounts filing periods, and when are they effective from?
A. Section 442 ‘Period allowed for filing accounts’, will commence on 6th April 2008. Therefore it will apply to all accounting periods that begin on or after 6th April 2008.
Q. Will the definition of ‘participating interest’ in section 260 of the Companies Act 1985 be re-enacted in secondary legislation relating to accounting?
A. Yes. We will restate section 260 CA1985 without modification in the regulations to be made under Part 15 of the CA 2006.
Q. Do the new provisions relating to false or misleading statements in reports apply to accounts after 20 January, or if the accounting year starts before 20 January, not apply until the issue of the accounts?
A. Section 463 of the Companies Act 2006 (liability for false or misleading statements in reports) does not apply to a directors’ report, directors’ remuneration report or summary financial statement first sent to members and others under section 238 or 251 of the 1985 Act, or Article 246 or 259 of the 1986 Order, before January 2007. So it depends when documents are sent to members, not which financial year they apply to.
Q. What is a Business Review?
A. A Business Review is a fair review of the company’s business within the reporting period. It must be a balanced and comprehensive analysis of the development and performance of the company, with a description of the principal risks. (See Section 417 of the Companies Act 2006).
Q. Who does this apply to?
A. The Directors Report in the accounts must contain a Business Review. This applies to all companies, except companies that file small company accounts.
Q. When does this come into force?
A. The Business Review will apply to all accounts with reporting periods beginning on or after 1st October 2007.
8. Meetings and Resolutions
Q. A company has called an extraordinary general meeting (EGM) for the 2nd October 2007, does this still need to go ahead?
A. If the notice of the meeting was circulated before 1st October 2007, the meeting should go ahead as the notice was circulated under the 1985 Companies Act.
Q. After 1st October 2007 does a company still need to hold an extraordinary general meeting (EGM) to pass an extraordinary resolution?
A. After 1st October 2007 a company will only have to hold an EGM to pass an extraordinary resolution if it is stated in the company’s articles.
Q. Has the 2006 Act removed the requirement to pass an extraordinary resolution?
A. Yes, for example the Insolvency Act 1986 stated a company had to pass an extraordinary resolution to wind up a company. This is no longer the case as a consequential amendment has been made to the Insolvency Act 1986 to change the requirement from an extraordinary resolution to a special resolution.
Q. Can any resolution that was passed as an extraordinary resolution under the Companies Act 1985 now be passed as a special resolution?
Q. What are the new provisions regarding AGM’s (Annual General Meetings)
A. Under the Companies Act 2006 private companies will no longer be required to hold annual general meetings, however the shareholders will still be involved in the decision making process of the company.
The Act was drafted so many of these decisions can be made by written resolution although the company will still need to hold meetings to dismiss a director or remove an auditor before the end of the term of office. The shareholders and directors also still have the power to call a meeting, if required.
The affect of the new provisions is dependent on what is currently in a company’s articles. An existing private company would still need to pass a resolution to remove any existing clauses regarding annual general meetings from its articles. Notice of this resolution would be circulated to the members before it could be passed or agreed to.
Further detailed information on resolutions and meetings is contained within Companies Act 2006: Private Company Information, on the BERR website: http://www.berr.gov.uk/files/file42261.pdf
Q. Following the 1st October 2007 are there any wording or requirements changes for passing special / written resolutions?
A. Companies House would expect the resolution to state; the resolution type, the fact it was passed / agreed by the members or directors, the date it was passed and it has been signed by an officer of the company.
Q. When did Part 13 on resolutions come into force?
A. 1st October 2007
Q. What is the required majority need for written resolutions?
A. The required majority will be similar to that for shareholders’ meetings – a simple majority of eligible shares for ordinary resolutions, or 75% for special resolutions.
Q. Do written resolutions need to be signed by each of the individuals named on the resolution?
A. Written resolutions passed on or after 1 October 2007 (under the Companies Act 2006) require only one signature (but may have more).
Q. Will proposed written resolutions have to be notified to the auditors?
A. Yes, Section 390 of the Companies Act 85 will be amended so that auditors are still entitled to receive all communications that go to members in connection written resolutions.
Q. Does my company still need to hold annual general meetings (AGM’s)?
A. A private company does not need to hold an AGM if there is no obligation to do so in their articles. An existing company must continue to hold an AGM unless it changes it’s articles to remove any reference to AGM’s. Public companies must still hold AGM’s.
Q. Section 296 of the new Act refers to an ‘authenticated document’, what is this?
A. An ‘authenticated document’ refers to the members’ agreement to the resolution. Members can either sign a paper copy of the resolution or signify agreement to an electronic version. This is the reason for saying authenticated rather than signed.
Q. Has the wording changed on special resolutions for company change of name?
A.The special and written resolution formats were both updated on 1st October 2007 and are available on the Companies House website. The online version of the Companies Act 2006 is on the OPSI website (www.opsi.gov.uk/acts), and Chapter 5 sections 77-81 refer to change of name.
Q. What is the notice period for shareholders meetings?
A. Shareholder meetings for private companies can now all be on a 14 notice period, unless different arrangements are specified in a company’s articles.
Q. Have elective resolutions been repealed?
A. Under the Companies Act 2006 elective resolutions excluding section 80a (now section 549-55 of the 2006 Act) have been repealed.
As of 1 October 2007, four of the five elective resolution types are no longer necessary to be filed for private limited companies - these being:
Dispensing with the laying of accounts and reports before a general meeting (s252)
But if they are filed they will be placed on the public record.
Q. What will happen to elective resolutions already passed by the company?
A. If a company has already filed elective resolutions they will remain in force and the company will not need to amend the articles.
Elective resolutions circulated before 1 October 2007 will still be acceptable for filing.
Q. As elective resolutions have been repealed, does company still have to present accounts to members etc?
A. The responsibility to provide accounts to certain people remains. Every company must send a copy of its annual accounts and reports for each financial year to -
Q.Does company have to pass a resolution to use a website as way of members seeing accounts?
A. Firstly, the company must check the current articles to see what is specified, and if they wish to take advantage of not having to hold an AGM they must pass a resolution to remove that provision. However they may continue to present the accounts to members as they currently do.
Q. If the company doesn’t change its articles is this against company law?
A. This is not compulsory. The company articles will only need to change if a company wants to take advantage of the new provisions which came into force on 1st October 2007, e.g. directors duties, resolutions and meetings.
Q. Can a company adopt a completely new set of articles if a member does not agree with one part?
A. If the company passes a special resolution to adopt a bespoke set of articles, 75% of the eligible votes are required. Therefore, it will depend of how many eligible votes that company has (i.e. how many members).
9. Northern Ireland
Q. When will the Northern Ireland Registry be integrated with Companies House?
A. 1st October 2009
Q. Can you clarify how companies will be incorporated in Northern Ireland?
A. The Act is UK wide and Northern Ireland companies will be incorporated as UK companies.
Q. Will NI forms be the same as UK?
Q. When will Northern Ireland company information be available to search from Companies House?
A. 1st October 2009
Q. Will the office remain in Belfast?
A. Yes, the Northern Ireland Office will remain in Belfast.
Q. Will the Northern Ireland company information include access to historical documents or just those filed after 1st October 2009
A. Historical Northern Ireland data, and documents from 2000, will be available immediately, however older documents will have a slightly longer delivery time as they will be scanned prior to delivery.
Q. How many companies are there in Northern Ireland?
A. There are approximately 38,000 companies registered in Northern Ireland.
Q. Will Northern Ireland company information be able to be filed online?
A. Yes, Northern Ireland companies will have access to the WebFiling service from 1st October 2009.
Q. Will Northern Ireland companies still retain the prefix NI in their company numbers?
A. Yes, the NI prefix will be retained.
Q. When the Northern Ireland Registry is integrated with Companies House what will be the effect on the registration of branches?
A. Under the 2006 Act overseas companies will be companies registered outside the UK, and if a NI company wants to open a branch in England, Wales or Scotland they do not have to register with the Registrar for that jurisdiction and vice versa. Existing companies will no longer be required to register.
Q. Will there be changes to the current company forms?
A. There will be changes to all forms, if only to remove the number as this number e.g. 288, aligns to the relevant Section in the 1985 Companies Act. It is likely that the new forms will have a descriptor relating to their functionality; however they will still contain a reference to the Section of the 2006 Act
Q. When will form changes come into force?
A. Changes to company forms will be introduced on 1st October 2009
Q. Are specimen forms available yet?
A. Specimen forms are not yet available.
Q. Will new form types have the appropriate clause within the form?
A. The section number will appear on the form but not in the heading as currently.
Q. Will there be updated forms introduced following the 1st October 2007 members changes?
A. The only forms that will be affected by the October 2007 phase of the Act are the 128(1), 128(3), 128(4), 129(1), 129(2) and 129(3). However these forms will still be acceptable as the filing requirement has not changed. There may be some minor changes, for example the reference to the new legislation and these will be available on the website. The majority of our forms will not change until October 2009.
Q. What is the Form 318?
A. Notification of the location of directors’ service contracts.
Q. Will companies continue to use Form 318?
A. Yes, companies will use Form 318 to notify the location of the director’s service contracts under new section 228, and directors’ indemnities under 237 until 30th September 2008.
Q. Are there any restrictions around the notification?
A. Yes, the notification should only be when the register is returning to the registered office address as the regulations under Section 1136 SAIL (Single Alternative Inspection Location) do not come into force until 1st October 2009.
11. Company Names
Q. On similarity of names, what if the company is part of a group?
A. The proposal is that where there is a suggested link between two companies such as by the use of GB or UK (where either of these words is the only difference in the company name) the incorporation application is rejected unless it is accompanied by written consent from the company already on the index confirming that the applicant company is, or will be, in the same group of companies and that they give their agreement to the proposed name being taken.
Q. In the new Act would the exemption under the 1985 Act from using ‘limited’ in the company name and from requirements in relation to publication of the company name still apply?
A. Companies that are exempt from using the word limited in their company name under section 30 of the Companies Act 1985, are still exempt from the requirements relating to the publication of its company name under the new Act. The majority of the Companies Act 2006 does not come into force until 1st October 2009, including sections 60 and 62.
Q. When will the independent company names adjudicator be appointed?
A. From 1st October 2008 the public can complain to an independent names adjudicator about a company name.
Q. Can company name complaints still be received at Companies House?
A. Yes, complaints can still be received at Companies House but where the company name needs to be changed the complainant will be directed to the independent adjudicator.
Q. Can the independent adjudicator change the company name?
A. The adjudicator will consider the name and if it fails to comply with the naming rules the company can be forced to change the name to one the adjudicator states.
Q. Can a company appeal to the Court about the independent adjudicators company name decision?
A. Yes the company can appeal to the Court about a company name and if the Court determines that the new name is appropriate then the order will be filed at Companies House
Q. What Companies Act capital changes are being implemented on 6th April 2008 that relate to capital changes.?
A. Public companies will need to establish whether they are maintaining the minimum share capital in sterling or euros (previously only sterling was permitted).
Q. What section of the 2006 Act related to the public company minimum share capital changes?
A. Sections 761 – 767 relate to the public company minimum shares capital in euros.
Q. What are the minimum authorised share capital requirements in sterling and euros?
A. The minimum authorised share capital is either 50,000 in sterling or 65,600 in euros.
Q. What will the authorised capital requirements be for PLC’s?
A. From 6th April 2008:
Q. Will there be changes to any forms?
A. Companies may continue to use the existing prescribed forms 117 (application for a trading certificate) and 43(3) (application by a private company for re-registration as a public company), but will need to modify them as appropriate, so that they comply with the new provisions for applications made on or after 6th April 2008.
Companies House has produced optional forms 117 and 43(3), which have been modified to meet the new requirements for applications made on or after 6th April 2008 and companies may wish to use these instead of the prescribed forms.
13. Articles of Association
Q. When will the draft model articles be available?
A. The government included a draft of the Model Articles in its consultation document of February 2007. Following consultation, and taking into account the responses received, a redraft of the Model Articles is now available on the BERR website. An updated draft will be available in the New Year and the new draft will apply to all new companies incorporating on or after 1 October 2009.
Q. Who will the draft model articles apply to?
A. The model articles to be prescribed under the Companies Act 2006 will apply to companies formed under that Act who choose to adopt them and apply by default to companies formed under that Act that do not register articles of association of their own with the Registrar. These articles apply to new companies formed on or after 1 October 2009.
Q. What is the definition of Table A and Model Articles, as there is a lot of confusion whether these are the same of different?
A. The Table A contains model articles of association that companies may adopt if they wish to. From October 2008 the Table A will be replaced by 3 sets of model articles (private company limited by shares, private company limited by guarantee and public company).
Q. What is Table A?
A. All companies are required to adopt articles of association when they incorporate. Tables A to F of the Companies (Tables A to F) Regulations 1985 (more commonly know as Table A) set out standardised model articles, which companies can use as the basis for their own articles. If companies do not register their own articles of association, Table A applies by default.
Q. Why has Table A been amended?
A. Tables A to F have been amended to bring them in line with changes in company law. The Government made regulations in September 2007 making amendments to the Table A regulations to enable new companies formed on or after 1 October 2007 to take advantage of, and avoid conflict with the Parts of the Companies Act 2006 that came into effect by that date.
Q. What has changed?
A. The changes are set out in the Companies (Tables A to F) (Amendment) Regulations 2007 and the Companies (Tables A to F) (Amendment) (No2) Regulations 2007, which are available from the OPSI website and / or set out in a statement on the BERR website.
Q. Who does the new Table A apply to?
A. The new Table A applies to new companies incorporated on or after 1 October 2007 which do not register articles of their own when they apply to be incorporated. Companies are not obliged to use Table A, and can write their own articles or base them on the Table A articles. If companies do not register their own articles of association Table A applies by default.
Q. When was the new Table A introduced?
A. The new Table A came into force on Monday 1 October 2007.
Q. How do these changes relate to the new draft model articles that come into effect on 1 October 2009?
A. The regulations setting out the model articles are due to be made in December 2008 and will be commenced on 1 October 2009. The changes to Table A have no impact on the model articles or the timing of the introduction. When the model articles come into force in 2009, they will replace Table A as default articles; but a company which already has the revised Table A and its articles will not be affected by the model articles unless it chooses to switch to them.
Q. I am about to register a new company – how does this affect me?
A. The changes made by Government to Table A in September 2007 have ensured that the default articles which apply when a company does not register its own articles, are consistent with company law in force from 1 October 2007.
Q. How do these changes affect an existing company?
A. New Table A does not affect existing companies unless they choose to adopt it. Existing companies can choose to amend their current articles of association, by special resolution, to bring them in line with changes in the law as expressed in the revised Table A. Further detailed information is available on the Companies House website (www.companieshouse.gov.uk)
Q. Is Table A available on the Companies House website?
A. Yes, the latest version of Table A is available on the Companies House website.
Q. What are the latest amendments to tables C and E and when they will take effect?
A. Tables C and E will be amended from 6th April 2008. The changes are:
Regulation 8 of Table C - giving proxies acting on behalf of members of a company limited by guarantee the right to vote on a show of hands (in line with sections 284 and 324 of the 2006 Act).
Regulation number 8 of Table C was amended because it was in conflict with sections 284 and 324 of the 2006 Act. These are new provisions that have given proxies acting on behalf of company members the right to vote on a show of hands. The previous wording caused confusion in terms of whether it allowed the proxies to exercise their new right as they were not specifically mentioned in the old version of the regulation.
Regulation 2 of Articles of Association in Table E – setting the notice period for general meetings of unlimited companies (in line with section 307 of the 2006 Act)
Regulation 2 of Table E allows an unlimited company to call a general meeting by notice of only seven days. However, this is in conflict with section 307 of the 2006 Act which requires at least 14 days' notice. Therefore, regulation 38 has been deleted from Table E.
You can find further details on http://www.berr.gov.uk.
Q. Will there also be a model set of articles for companies that are limited by guarantee?
Q. If I purchased Memorandum and Articles from a legal stationer before 1st October 2007 to incorporate a company after this date, would they still be accepted for filing?
A. They would be accepted for incorporating a company, but as the new Table A will be implemented on the 1st October 2007 some of the articles will no longer apply. http://www.companieshouse.gov.uk/companiesAct/implementations/oct2007.shtml
Q. Will CH hold seminars regarding the new Act?
A. Companies House are currently joining up with other organisations and providing speakers at various events across the country. In the future the plans are for Companies House to hold their own seminars in the 6 months prior to the main implementation in October 2009.
In the meantime Companies Act presentations are delivered at all general Companies House events. In particular a detailed Companies Act presentation is included at our WebFiling and Information Day Seminars
Q. Branch registrations are currently very complicated, will these be made easier?
A. This is being addressed in the consultation document available on the Department for Business, Enterprise and Regulatory Reform website, please use it to feed in your comments.
Q. Will we still have to file a share contract with 88(2)?
A. This has yet to be decided within the secondary legislation. But when it is agreed the website will be updated.
Further detailed information on resolutions and meetings is contained within Companies Act 2006: Private Company Information, on the BERR website: http://www.berr.gov.uk/files/file42261.pdf
Q. Will there be any additional penalties levied under the new Act?
A. Where a company amends its articles of association, a copy of the amended articles must be sent to Companies House within 15 days. Failure to comply is a criminal offence.
The Companies Act 2006 introduces a new civil penalty of £200 for failure to comply. The civil penalty will only trigger if a company receives notice from the Registrar requiring it to deliver a copy of its amended articles and it does not comply within 28 days. The company would remain liable to criminal proceedings in addition to the £200 civil penalty.
To avoid the civil penalty, a company must simply deliver a copy of its amended articles within 28 days of the notice. If it does, it will not only avoid the civil penalty but no criminal proceedings can then be brought in relation to the original default.
Unlike the existing late-filing penalty for accounts, the new penalty will be levied when a company fails to respond to the Registrar’s notice. It is not linked to the late delivery of the articles.
The Registrar will not retain the money collected from the new civil penalty; it will be paid into the Consolidated Fund as is the case with the existing late-filing penalty.
Q. Did section 809 (2) take effect on 20 January 2007, i.e. the company has to give notice to the Registrar of Companies where the register kept under section 808 (the information disclosed under section 793) is kept available for inspection, and of any change in that place?
A. Section 809 of the Companies Act 2006 did come into force on 20 January 2007. However, under section 809(1)(b) the place specified other than the registered office has yet to be defined by the regulations under section 1136. Until these regulations are made the register may only be kept at the registered office of the company, therefore no notification would be required by the Registrar.
Q. Can you confirm that following the Companies Act 2006 share certificates in UK private companies no longer have to be given under the company seal i.e. share certificates no longer need to be stamped with a company seal?
A. The Companies Act 2006 restates the provisions in the Companies Act 1985 as regards a company seal and share certificates. This means the company can execute documents, as currently, either by using its company seal or by the document being signed by two authorised signatories, e.g. two directors, a director and a secretary, or a director in the presence of a witness.
Q. Are there any plans that NHS Foundation Trusts and Public Benefit Corporations will fall under the remit of Companies House in the future?
A. There are no plans to incorporate these types of companies into the Companies Act 2006.
Q. Does the Companies Act 2006 introduce any changes to minimum share capital for private companies?
A. The 2006 Act has not introduced any changes to the minimum share capital that a private limited company must have. However, there will be changes to the law with regard to public limited companies. A public company will be able to have its authorised minimum capital as either £50,000, as at present, or as 65,600 euros, but not as a combination of the two.
Q. In the Companies Act 2006 Act is there a duty to inform the Registrar of amendments to the Memorandum of association?
A. Under the 2006 Act the Memorandum of Association is a static document that will be completed with the subscriber’s details. It will state that they wish to form a company, agree to become members and will take at least one share, if the company is limited by shares. Each subscriber will also authenticate the Memorandum.
Due to the content of this information there will no longer be a need to update the Memorandum. However, companies will still need to file updated Articles whenever a change is made to their constitution.
Q. Will the Companies Act be applied to LLPs in its entirety?
A.No. Although it is intended that large parts of the new Companies Act 2006 will be applied to LLPs it will only be where it is appropriate to do so in order to retain the fundamental differences between LLPs and private companies. For details of which parts of the Companies Act 2006 will be applied please see www.berr.gov.uk/bbf/llp/page39897.html
Further FAQ’s are available on the website of the Department for Business, Enterprise and Regulatory Reform. www.berr.gov.uk/bbf/co-act-2006/faq Act 2006/page38139.html
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