The Companies Act 2006 is being brought into force in stages. Significant parts of the Act, including provisions relating to shareholder meetings and directors’ duties, are already in force. It was originally intended that the whole Act would be in force by October 2008. However, in November 2007, the Government announced that there would be a delay in the introduction of many provisions in the light of advice from the Registrar of Companies that he could not be absolutely confident of implementing the necessary changes to Companies House systems and processes in time. A revised implementation timetable for the Act was published on 13 December 2007.
There are now to be three further principal implementation dates. As expected, provisions to be brought into force on 6 April 2008 include the removal of the requirement for private companies to have a company secretary and replacement provisions relating to accounts, audit, distributions and company reconstructions. In addition, sections dealing with the removal of former shareholders from the register of members, and inspection of the register of interests in a company’s shares are also to be brought into force on this date.
The requirement for companies to have at least one director who is a natural person and the prohibition on under-age directors take effect on 1 October 2008, together with changes to the rules on directors’ conflicts of interest. That date also sees the implementation of the repeal of the restrictions under the Companies Act 1985 on financial assistance for acquisition of shares in private companies, including the "whitewash" procedure, and a new procedure for private companies to make capital reductions supported by a solvency statement instead of by a court order.
The remaining provisions of the 2006 Act come into force on 1 October 2009. These include the abolition of the concept of authorised share capital, and changes in the way companies are incorporated. The constitutions of companies will also change on this date, with new Model Articles applying by default to newly incorporated companies and many provisions from the memorandum of association of existing companies being transferred to their articles.
email
home