Commercial Law Services

Commercial Law Services

Companies Act 2006

The Companies Act 2006 was fully implemented on 1 October 2009.

However I have set out below some of the main points to note from its implementation:

  • All companies incorporated under previous acts will now be regulated under the terms of this act.
  • All the forms used to file documents at Companies House will be amended as of the 1st October 2009.

Formation of companies/companies constitution and capacity
The information that had previously been supplied in the Memorandum of Association will now become part of the Articles of Association which will detail the company's objects and liabilities. The Memorandum of Association will purely now provide the details of the subscriber to the one subscriber share. There will be no other information required including the share capital.

The Articles will detail the objects and liabilities of a company. A full set of model Articles are available on the Companies House website. Please note you will not be able to refer to table A in the new Companies Act as there is no such provision. If you are a new company you should incorporate using the new Memorandum and Articles or alternatively, if you were incorporated before the 1st October 2009, the object provisions in the Memorandum of Association will now fall into the Articles. Table A of the1985 Act will still apply as they do form part of the Articles but everybody is advised that they should consider updating their articles in accordance with the new Companies Act. Please note that if you amend the Companies Articles they must be notified to Companies House within 15 days otherwise failure to comply with this will be a criminal offence and the Companies Act introduces a new civil penalty of £200 for failure to comply with such notification. Under the new Act there is no requirement to provide an authorised and nominal share capital on incorporation therefore you will not need to set out such limits in the Memorandum of the number of shares the directors can issue. Please note the Shareholders can seek controls on the issue of shares by directors in the articles.

In addition, on incorporation instead of having a statutory declaration executed in front of a solicitor you will merely have a statement of compliance which is designed to make the company incorporation process simpler. It will be a criminal offence to make a false statement of compliance.

Protection from Disclosure of residential addresses
Every director must provide Companies House with their usual residential address and a service address. The service address will be on the public record and will be public information but the residential address will remain protected. A director can choose any address of service including the registered office. The address cannot be a PO Box or a DX number. There is no cost for providing a service address.

Credit reference agencies and specific public authorities will still be able to obtain the directors residential address from Companies House. However, the director can request that credit reference agencies do not be supplied with their residential address if they are vulnerable directors.

Statement of Capital

Dissolution and Restoration of companies You will now be able to restore companies to the register without obtaining a Court Order. However, the Court power will still exist for those cases where the registrar cannot act.

For an administrative restoration you would apply to the Registrar of Companies to have the company restored and can only be used as follows:

  • The company who is carrying on business/or in operation at time of dissolution .
  • The company has been struck off under section 1000 and 1001 (Power to Stike of a Defunct Company).
  • Application is made within a period of 6 years after the date of dissolution.
  • The application is made by a former director or former secretary of the Company.
  • The Crown has signified consent.
  • The Company has delivered all necessary documents to bring the company up to date, i.e. all outstanding documents at the time of dissolution and any that have fallen due during the period of dissolution.

New companies must provide a Statement of Capital and initial shareholdings as part of their application. In addition, you must supply the same on the filing of every annual return after the 1st October 2009. The Statement of Capital must contain the following:

  • The total number of shares of the company.
  • The aggregate nominal value of those shares.
  • For each class of shares one prescribed particulars of those rights attached to the shares.
  • The total number of shares in that class.
  • The aggregate nominal value of the shares of that class.
  • The amount paid if any paid on each share.

The statement has to be issued when particular forms are being filed at Companies House. In brief the provisions introduced on 1st October 2009 are as follows:

  • Formation of companies.
  • Companies constitution and capacity.
  • Companies names and business names.
  • Re-registration of companies that means altering status.
  • Protection from disclosure of the residential addresses of company directors.
  • Shares and Share capital.
  • Company charges.
  • Dissolution and restoration to the register.
  • Unregistered companies and overseas companies.
  • Registrar of companies.

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