Worried about how the Companies Act 2006 is going to impact on you and your business?
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A. No. The Companies Act in this area provides that the recipient is entitled to request a hard copy form. Under section 1168 "a document or information is sent or supplied in hard copy form if it is sent or supplied in a paper copy or similar form capable of being read". This would exclude the disk as it cannot be read without further action being taken.
A. A draft of the proposed new model form articles for both a private company and a public company are now available as a draft regulation: The Companies (Model Articles) Regulation 2008.
A. The new execution provisions are in sections 43 to 47 of the Companies Act 2006, which came into force on 1 April 2008. A deed has to be "duly executed" by the company and delivered as a deed. "Duly executed" means executed in accordance with section 44 - so either:
- executed under the common seal; or
- signed by:
- two authorised signatories ie directors or secretary (if the company has one); or
- by a director in the presence of a witness who attests the signature.
So most single officer companies will either go the witness attestation route or use the seal, if they have one. If they use the seal route they will need to check the company's articles, as Table A reg 101 says that the seal must be signed by a director and secretary or by two directors unless the directors otherwise determine. So it may be necessary to pass a director's resolution to allow the seal to be affixed with the signature of just one director.
A. The Government has decided to bring into force different parts of the Act at different times. So some of the provisions are already in force, some were introduced in October 2008 and the remainder in October 2009. This is what is meant by the 2006 Act being implemented in stages. The government opted for implementation to allow for a smooth transition and also to give Companies House more time to amend their systems and procedures. For a detailed breakdown of which parts of the 2006 Act come into force when, please see the Commencement Table.
A. A written resolution passed under the new provisions in the Companies Act 2006 will still need to be sent to auditors. It is easy to overlook this requirement because the clauses which deal with written resolutions are sections 288 to 300, whereas the requirement to send written resolutions to the auditors (and notices of meetings) is section 502.
Section 502 says that the auditor is entitled to receive any communications relating to the written resolution as are required to be supplied to the members under sections 288 to 300, and so the auditor would also need to be sent the accompanying statement which explains how the resolution is to be passed.
A. The prohibition on companies having boards only comprised of corporate directors came in on 1 October 2008.
There is good news for companies who had no individuals on the board on 8 November 2006 – which is the date the Companies Act 2006 was approved by Parliament. The rules which would require the appointment of a natural person either alongside or instead of the corporate directors will not apply to them until 1 October 2010.
