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25 November 2009

Companies Act 2006 Objecting to a Registered Office Address - Consultation

The Department wishes to invite views on whether and how we should change the law to reduce the risk of companies incorrectly using the addresses of other businesses or private individuals as their registered office address and sets out a process for third parties to challenge the information on the register.

Responses to this consultation must be received by Tuesday, 19 January 2010

25 November 2009

Notices of Auditors Leaving Office - Consultation on Simplification for Companies and Auditors

The Department wishes to invite comments on the options for simplifying the arrangements for the provision of information to shareholders, creditors, the audit and accounting authorities and Companies House when auditors leave office.

Responses to this consultation must be received by Tuesday, 20 January 2010.

23 November 2009

Companies Act 2006 Statements of Capital - Consultation on Financial Information Required

The Department wishes to invite views on the proposals for amending the requirements that balance the interest of third parties in obtaining information with the cost to the company of supplying it.

The purpose of the consultation is to seek input on whether our assessments of the availability and value of information are accurate, and on our proposed options for changes in the information to be required.

Responses to this consultation must be received by Monday, 11 January 2010.

November 2009

Disclosure of Loans to Directors in Company Accounts - Consultation

BIS consulted on Disclosure of loans to Directors in Company Account it concerned section 413 of the Companies Act 2006 (the 2006 Act) which deals with disclosures in the notes to company accounts of advances, credits and guarantees for the benefit of directors. The consultation closed on 23 October 2009 and the government has now published its response.

5 August 2009

The Companies (Model Articles) Regulations 2008 were made on 16 December 2008. The new model articles will apply to all new companies incorporating under the Companies Act 2006 on or after 1 October 2009. Draft guidance on the changes coming into force on 1 October 2009 to constitutional documents including model articles has now been produced and can be found at the  Companies Act 2006: Regulations and Commencement Orders - made or before Parliament (see Related Links)

28 July 2009

Property of a dissolved company: consultation on transitionals and savings for sections 1012 to 1023

The Department wishes to invite views on a possible change of approach to the transitional provisions and savings for sections 1012 to 1023 of the Companies Act 2006 (see the consultation paper on the Regulations - draft page of this site). The change of approach concerns the time periods for disclaimer by the Crown of title to the property of dissolved companies, which vests in the Crown as bona vacantia. The time periods have changed in the 2006 Act (see section 1013 of the 2006 Act and section 656 of the Companies Act1985).

Could you please send your views and comments on the proposed change of approach, and the draft replacement for paragraph 88 of Schedule 2 to the 8th Commencement Order, to companiesact2006@bis.gsi.gov.uk by Friday 21 August.

9 July 2009

Implementation of the Shareholders Rights Directive

The Companies (Shareholders’ Rights) Regulations 2009, which implement the Shareholders’ Rights Directive, were made on 3 July 2009. The regulations are available on the Companies Act 2006: Regulations and Commencement Orders - made or before Parliament (see Related Links) page and FAQs at Shareholder Rights FAQs. The Institute of Chartered Secretaries and Administrators has produced guidance, which can be found on ICSA's website www.icsa.org.uk. The Government response to the consultation on implementation is available on the consultation page.

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 (see Related Links) on 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. (See related links for the draft regulations) . 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.

Previous Updates

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.

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 DraftShareholders Rights Directive

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 Companies Act 2006: Regulations and Commencement Orders - made or before Parliament page (see Related Links) 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 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.