Companies Act 2006 - Part 2

Overview

The new act is being introduced in phases through to 1 October (not now 2008 but) 2009 and will replace almost all prior company statutes. The entire implementation table from start to finish can be found here.

Please see the Altmore Business Law Legal update for October 2007 (at News & resources on our web site) for past changes.

The next date for change is 6 April 2008. The main points now follow.

Part 12 - Company secretaries

Private companies are no longer required to have a company secretary (although they may still choose to have one). Table A articles do not require a secretary but if the company's own articles do so the company must continue to have one until the articles are amended. Form 288b must be filed in the usual way. The secretary may be a company. (NB: ss 275-9 not in force until 01/10/09).

Part 15 - Accounts and reports

There are no substantive changes here. "Accounting records" remains undefined. The government suggests that for a simple business these might include bank statements, purchase orders, sales and purchase invoices, whereas a more sophisticated business may have integrated records, which it holds electronically.

Part 15 operates in relation to accounting periods commencing on or after 6 April 2008 except s417 (directors' business review) which is required for periods commencing on or after 1 October 2007 (NB: not if in the small companies regime).

Part 16 - Audit

Provisions for the appointment of an auditor by a private company (ss485-8) came in last October. The rest of part 16 now operates. Companies may now limit the liability of their auditors provided the correct procedures are followed. (ss532-8)

Part 20 - Private and public companies

As before, private companies may not offer securities to the public. The new provisions set out in more detail what fund raising activities are regarded NOT to be an offer to the public which is helpful.

Part 23 - Distributions

The law remains broadly unchanged except in relation to distributions in kind (s 485). Companies wishing to transfer assets at book value will be greatly assisted in many scenarios.

Other

Also introduced, of less or no relevance to private companies, are: Part 19 - Debentures; Part 21 - Certification and transfer of securities; Part 26 - Arrangements and reconstructions (relevant for private companies but no change of substance; Part 27 - Merger and division of public companies; Part 32 - Statutory auditors; and miscellaneous individual sections in several parts not mentioned above.

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