More from Branston Adams Chartered & Certified Accountants’ July newsletter.
The Companies Act 2006 received Royal Assent on 8 November 2006, and has been introduced in a series of different stages. Some of the key changes coming into force on 1 October 2009 are outlined below.
New company formation
The documentation required for forming a company will be very different, with a much shorter Memorandum of Association. Companies will no longer be required to specify their objects, and the concept of authorised share capital will be abolished. New Model Articles will be introduced. There will be three types:
Private company limited by shares
Private company limited by guarantee
Public limited company
The Statement of Capital is a new requirement, providing a ’snapshot’ of a limited company’s issued share capital at a given time. It will also need to be provided in various other circumstances, including as part of the application to incorporate and with each annual return made up on or after 1 October 2009.
Existing companies
Companies formed before 1 October 2009 will have constitutions designed under previous law, so there will be a need for transitional provisions. Where the Articles contain matters which are not required under the specific provisions of the Companies Act 2006, the company may consider them to be unduly restrictive. Companies would be well advised to examine their Memorandum and Articles of Association with a view to adopting the new Model Articles, or to changing some of their current provisions.
Directors’ Service Addresses
Directors (and company secretaries where applicable) of both existing and new companies will have the right to set out a service address rather than their usual residential address. The service address may be the company’s registered office.
Individual companies will have to maintain two registers of directors – one containing, amongst other things, a service address for each director, and a further register containing the residential address of each director (protected information).
Only shareholders of traded public companies will be required to provide any address to Companies House.
Registrar’s Powers
The Registrar of companies will be given a range of new powers. These include powers to decide on the form and manner in which companies must deliver documents, what is needed for a document to be properly delivered, provision of electronic delivery for certain documents, and amendments to the register.
Striking off
The existing procedures will be carried over in a similar form. However, there will be a new simplified administrative restoration procedure for companies struck off by Registrar’s action. Whatever the route of dissolution, the time limit for application to restore will be six years (currently two years for liquidation, 20 years for striking off).