The Effect of the Companies Act 2006

Fri 24th August, 2007

1. The detailed commencement timetable is as follows:

With effect from 1 October 2007:

  • Part 9 Exercise of members’ rights
  • Part 10 Company directors – other than provisions relating to directors’ conflict of interest duties, directors’ residential addresses and underage and natural directors
  • Part 11 Derivative claims and proceedings by members
  • Part 13 Resolutions and meetings, and related to this, ss 485-488 of Part 16 (Audit)
  • Part 14 Control of political donations and expenditure
  • Part 15 Section 417 – Contents of directors’ report: business review
  • Part 29 Fraudulent trading
  • Part 30 Protection of members against unfair prejudice
  • Part 32 Company investigations: amendments

With effect from 6 April 2008:

  • Part 12 Company secretaries
  • Part 15 Accounts and reports, other than section 417
  • Part 16 Audit, other than sections 485-488
  • Part 19 Debentures
  • Part 20 Private and public companies
  • Part 21 Certification and transfer of securities
  • Part 23 Distributions
  • Part 26 Arrangements and reconstructions
  • Part 27 Mergers and divisions of public companies
  • Part 42 Statutory auditors

With effect from 1 October 2008:

  • Part 1 General introductory provisions
  • Part 2 Company formation
  • Part 3 A company’s constitution
  • Part 4 A company’s capacity and related matters
  • Part 5 A company’s name
  • Part 6 A company’s registered office
  • Part 7 Re-registration as a means of altering a company’s status
  • Part 8 A company’s members
  • Part 10 Company directors – provisions relating to directors’ conflict of interest duties, directors’ residential addresses and underage and natural directors
  • Part 17 A company’s share capital
  • Part 18 Acquisition by limited company of its own shares
  • Part 24 A company’s annual return
  • Part 25 Company charges
  • Part 31 Dissolution and restoration to the register
  • Part 33 UK companies not formed under the Companies Acts
  • Part 34 Overseas companies
  • Part 35 The registrar of companies
  • Part 41 Business names

2. The Government has also announced that following consultation with business, it will repeal s358 of the Companies Act 1985, which provides a power for companies to close the register of members. The repeal will take effect from 1 October 2008.

3. Part 36 (Offences under the Companies Acts), Part 37 (Companies: supplementary provisions), Part 38 (Companies: interpretation), Part 45 (Northern Ireland) and Schedule 16 (Repeals) are intended to come in with the relevant provisions, at dates to be announced.

4. The Government has also stated that its aim is to introduce all secondary legislation including commencement orders (or at least lay them in draft if Parliamentary approval is required) by the end of 2007 to afford businesses adequate time to prepare for the Act’s full implementation.

If you have any questions or require further information in respect of the above, please feel free to contact Ian Bloom or James Orloff at Ross & Craig.