What's New?
27 May 2009
Implementation of Companies Act 2006: draft legislation
Five draft statutory instruments (SIs) have been laid before Parliament:
- the draft Registrar of Companies and Applications for Striking Off Regulations 2009;
- the draft Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009;
- the draft Companies House Trading Fund (Amendment) Order 2009;
- the draft Overseas Companies Regulations 2009;
- the draft Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009.
There are links to these draft SIs, and to the accompanying Explanatory Memoranda, on the 'Companies Act 2006: Regulations and Commencement Orders - made or before Parliament' page of the BIS website.
The Government has also published its response to the consultation on draft regulations relating to registration of charges in the draft Overseas Companies (Company Contracts) Regulations 2009 on the 'Companies Act 2006: Regulations - draft' page of the BIS website.
Implementation of the Company Reporting Directive
The draft Companies Act 2006 (Accounts, Reports and Audit) Regulations have been laid before Parliament. There are links to the draft SI, and to the accompanying Explanatory Memorandum, on the 'Companies Act 2006: Regulations and Commencement Orders - made or before Parliament' page of the BIS website.
Implementation of the Shareholders' Rights Directive
The UK public consultation on implementing the Directive was published on 24 October 2008 and closed on 30 January 2009. As a result of the responses received we have revised the draft implementing regulations, a copy of which are available on the 'EU Company Law and Corporate Governance' webpage.
Community Interest Companies
The Government's response to the consultation on amendments to the Community Interest Company Regulations 2005 has been published on the 'Consultation - Closed with Response' webpage.
Statutory Instruments Made in 2009
SI2009/1085 The Company and Business Names (Miscellaneous Provisions) Regulations 2009
SI2009/388 The Companies (Shares and Share Capital) Order 2009
SI2009/218 The Companies (Trading Disclosures) (Amendment) Regulations 2009
SI2009/214 The Companies (Disclosure of Address) Regulations 2009
There are links to these SIs, and to the accompanying Explanatory Memoranda, on the 'Companies Act 2006: Regulations and Commencement Orders - made or before Parliament' page of the BIS website.
13 March 2009
Amendments to Shareholders right of pre-emption, Acquisitions of own shares, and Reduction of Capital confirmed by the Court legislation.
The Department has today published, for comment, the Companies (Share Capital and Acquisition by Company of its Own Shares) Regulations 2009. The draft Regulations are available on the Regulations - draft page of this site. They reduce the minimum pre-emption rights issue subscription period set out in section 562(5) of the 2006 Act from 21 days to 14 days, introduce a requirement that, when creditors object to a reduction in a company's capital, they should demonstrate that their claim is at risk and that the company has not provided adequate safeguards, and they remove the 10% cap on companies holding shares in treasury and extend the period for which authorisation may be given for the purchase of shares from 18 months to 5 years.
23 February 2009
Community Interest Company Regulations 2005 – Amendments
BERR consulted on amendments to the Community Interest Company Regulations 2005. The proposed changes aim to clarify and update the Regulations in light of experience to date and to reflect more recent legislative changes. The consultation closed on 6 April 2009.
You can find the consultation document on our Community Interest Companies page.
Previous Updates
23 December 2008
EU Shareholder Rights Directive: calling General Meetings on 14 days’ notice after 3 August 2009
BERR issued guidance on this issue Shareholders Rights Directive
18 December 2008
Model Articles Regulations Made
The Government has, on 16 December 2008, made the Companies (Model Articles) Regulations 2008.
Links to the Regulations and their Explanatory Memorandum on OPSI will be provided on our Regulations and Commencement Orders - made or before Parliament page when they become available.
The Frequently Asked Question page relating to articles of association has also been updated.
21 November 2008
Amendment to Accounts, Reports and Audit Legislation
The Department has today published, for comment, the Draft Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009. The consultative document and the draft Regulations themselves are available on the Regulations - draft page of this site.
Comments were invited from the public by Friday 9 January 2009.
Statutory Instruments Made or Laid in Draft
The Government has made the following five sets of regulations:
- The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 – made 18 November 2008
- The Companies (Company Records) Regulations 2008 – made 19 November 2008
- The Companies (Fees for Inspection of Company Records) Regulations 2008 – made 19 November 2008
- The Companies (Registration) Regulations 2008 – made 20 November 2008
- The Companies (Particulars of Company Charges) Regulations 2008 – made 17 November 2008.
The Government has also laid before Parliament (on 18 November 2008) the Draft Companies (Disclosure of Addresses) Regulations.
In all the above cases, links to the Regulations and their Explanatory Memoranda on OPSI will be provided on our Regulations and Commencement Orders - made or before Parliament page as and when they become available.
7 November 2008
Eighth Commencement Order and Ministerial Written Statement
The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 was made on 5 November 2008.
This Order will bring into force on 1 October 2009 all the remaining provisions that are yet to be commenced, with the exception of the following four (which will not be commenced):
- section 327(2)(c)
- section 330(6)(c)
- section 1175 as it applies in Northern Ireland
- Part 2 of Schedule 9.
Ian Pearson, Parliamentary Under-Secretary of State for the then Business, Enterprise and Regulatory Reform, laid a written ministerial statement before Parliament on 6 November 2008 – this statement can be viewed on Hansard.
Links to the Order and its Explanatory Memorandum on OPSI will be provided on our Regulations and Commencement Orders - made or before Parliament page as soon as they are available. The consultative document (which related to the original draft of the Order) and the Government’s response are available on that page.
The Companies Act Frequently Asked Questions (FAQ) on the commencement timetable and the Companies Act 2006 Table of Commencement Dates have both also been updated – note that there have been no changes to the timetable itself. The table of dates is available for download in PDF format on the front page of the Companies Act website.
Trading Disclosures
The Government has laid before Parliament the Draft Companies (Trading Disclosures) (Amendment) Regulations 2008. Links to the Regulations and their Explanatory Memorandum on OPSI will be provided on our Regulations and Commencement Orders - made or before Parliament page as soon as they are available.
The FAQ page for trading disclosures has also been updated.
Annual Returns
A new FAQ page has been created, related to annual returns.
24 October 2008
EU Shareholder Rights Directive
The Department invites your views on:
- the implementation of the EU Shareholder Rights Directive (2007/36/EC)
- the making of related changes to legislative provisions on shareholder rights in the Companies Act 2006
The Directive aims to improve corporate governance in EU companies traded on regulated markets by enabling shareholders to exercise their voting rights and rights to information more easily. In particular, it seeks to achieve this by overcoming the obstacles that shareholders owning shares in companies registered in another Member State face when voting at company meetings. Draft regulations implementing the Directive are attached to the consultation.
Subject to the outcome of this consultation, the Department will implement the Directive by making regulations under section 2(2) of the European Communities Act 1972 which will amend the Companies Act 2006.
The deadline for responses was 30 January 2009 and the deadline for implementation is 3 August 2009.
The consultation document is available from BIS's consultation page.
Response to the Consultation on the Final Commencement Order
The Government has published its response to the comments it received on the Final Commencement Order. The department thanks those that contributed their views during the consultation, which ran from 20 June to 5 September 2008.
The response can be viewed on the Regulations Draft page.
Model Articles
The Frequently Asked Questions (FAQ) page for Articles of Association has been updated. This includes information on changes to the draft Companies Act 2006 model articles.