Summary of the new Companies Act 2006

A new companies act was introduced in 2006, that has been gradually phased in over the last 3 years, becoming fully operational on the 1st October 2009. The full act of parliament is over 700 pages long (in PDF form), so I’ve decided to try to highlight some of the key points / changes in this post for quick reference. NB: I’ve not read the full act (and don’t plan to!) so this is certainly not a comprehensive list.

General

  • Private limited companies no longer need to have a company secretary.
  • Private limited companies are no longer required to have an annual general meeting (AGM).
  • There are new standard company constitution documents (memorandum and model articles of association). The model articles replace Table A as the new default articles.
  • Companies are no longer be required to specify their objects on incorporation.

Company Directors

  • Director’s general duties have been formally codified in law.
  • Company Directors are no longer required to publish their residential address for all to see. ¬†They may opt to provide an additional service address for correspondence, which can be the same as their company’s registered office address. A residential address must still be given to companies house, but this will only be shared with selected 3rd parties (certain public bodies, and credit reference agencies).
  • Company Directors must now be at least 16 years old.

Accounts and Reports

  • The statements that appear on a company’s accounts have changed.
  • The accounts filing deadline has been reduced from 10 months to 9 months for private companies, and 7 months to 6 months for PLCs.

Members / Shareholders

  • Companies are able to make better use of electronic communication to communicate with shareholders.
  • It’s no longer as easy for external parties to demand to see a company’s list of shareholders. Interested parties must declare their name, address, and the purpose of their request. It must be for a “proper” purpose – whatever that means! A company can apply to a court to reject the request.

Forms

  • Lots of the companies house forms have been redesigned / renamed with much more logical names. Rather than being named after the section of the companies house act that describes them, they are named after their purpose. For example, the Annual Return is now Form AR01 rather than Form 363. The relevant law sections are now referred to within the body of the form.
  • Companies must now complete a Statement of Capital when they are first registered, whenever share capital changes, and every year when they file their annual return. This is a snapshot of the companies share capital at a given point in time, and also gives details of voting and dividend rights for each share.

Companies House is holding a number of seminars to help businesses understand the implications of the new Companies Act. They will also give some demonstrations of how to use the web filing system to file forms online. You can book a place a the seminar online and, at the time of writing the next ones available are:

Basingstoke
Holiday Inn Basingstoke, Grove Road, Basingstoke. RG21 3EE
Thursday 11 February 2010 at 9.30am and 2.00pm

Norwich
Holiday Inn Norwich, Ipswich Road, Norwich. NR4 6EP
Thursday 11 March 2010 at 9.30am and 2.00pm

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