What's New?
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 are 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 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 is 30 January 2009 and the deadline for implementation is 3 August 2009.
The consultation document is available from BERR'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.
17 October 2008
Today BERR launched a Consultation on the European Commission proposal for a European Private Company Statute. This proposal is currently being discussed by Member States. The consultation document is available on the Consultations page of the BERR website.
The deadline for responses is 21 November 2008.
28 August 2008
The Government proposes to modernise and simplify the law on limited partnerships, in line with recommendations made by the Law Commissions. The Limited Partnerships Act 1907 would be repealed and new provisions about limited partnerships inserted into the Partnership Act 1890.
Subject to the outcome of this consultation, we intend to make the proposed changes through a Legislative Reform Order under the Legislative and Regulatory Reform Act 2006.
The consultation document is available on the Consultations page of the BERR website.
The deadline for responses is 21 November 2008.
26 August 2008
The Government has today published a consultation seeking views on the Government’s proposal to amend the Companies House Trading Fund Order to include the Northern Ireland Registry, creating a UK-wide Registry. This is available on the Consultations page of the BERR website.
The closing date for comments is Tuesday 18 November.
21 August 2008
The Companies (Disclosure of Address) Regulations 2008
An updated draft of the draft Companies (Disclosure of Address) Regulations 2008 is now available, along with the Government response to the May 2008 consultation on these regulations, on the Regulations - draft page of this site.
The Statutory Auditors and Third Country Auditors (Amendment) (No. 2) Regulations 2008
The draft Statutory Auditors and Third Country Auditors (Amendment) (No. 2) Regulations 2008 are now available, along with an explanatory note on the Regulations - draft page of this site.
21 July 2008
SIs Made for October 2008 Commencement
The following SIs, with commencement dates of 1 October 2008, have recently been made:
• The Companies Act 2006 (Commencement No. 7, Transitional Provisions and Savings) Order 2008 [relating primarily to the new solvency statement route for reduction of the capital of private companies]. (The Order includes an addition to the Fifth Commencement Order which comes into force on 11 August.)
• The Companies (Reduction of Share Capital) Order 2008
• The Company Names Adjudicator Rules 2008
• The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008
This is in addition to the following SIs, made earlier this year:
• The Companies Act 2006 (Commencement No. 5, Transitional Provisions and Savings) Order 2007 (mainly 1 April 2008 but some provisions for 1 October 2008)
• The Companies Act 2006 (Commencement No. 6, Saving and Commencement No. 3 and No. 5 (Amendment)) Order 2008 (paragraph 1 of Schedule 3 only)
• Companies (Trading Disclosures) Regulations 2008
Further details, including links to the SIs and Explanatory Memoranda on the OPSI website, are available on the Regulations and Commencement Orders – made or laid in draft page.
The Department has also made the following regulations coming into force on 1 October 2008 relating to the application of the Companies Act 2006 to Limited Liability Partnerships (LLPs):
• The Limited Liability Partnerships (Accounts and Audit) (Application of Companies Act 2006) Regulations 2008
• The Small Limited Liability Partnerships (Accounts) Regulations 2008
• The Large and Medium-sized Limited Liability Partnerships (Accounts) Regulations 2008
Further details on these SIs are available from the Limited Liability Partnership pages.
Restoration to the register of companies dissolved prior to 1969
Under the Companies Act 1985 (as amended by the Companies Act 1989) and the equivalent legislation in Northern Ireland, the normal time limit for applying to have a dissolved company restored to the register is currently two years from the date of the dissolution of the company (this will be increased to 6 years from 1 October 2009). The position is different in respect of damages for personal injury. In such cases there is currently no time limit, except that companies dissolved before 16 November 1969 (11 March 1971 in Northern Ireland) cannot be restored.
That bar on restoration of companies dissolved before those dates in 1969 or 1971 means that some ex-employees or their estates are unable to press claims for compensation in respect of personal injury or fatal accident, against either the employing company, its insurers or the Financial Services Compensation Scheme, simply because the company was dissolved prior to 1969 (or 1971).
To enable ex-employees or their estates to receive compensation which they are currently unable to obtain, the Government has decided to remove the bar and to do so from 1 October 2008. (The new provisions contained in Part 31 of the Companies Act 2006 on Dissolution and Restoration to the Register, however, will come into effect, as proposed, from 1 October 2009. Until then, the old law remains in force, but without the exception for companies dissolved before 1969 (or 1971).)
The repeal of the current bar is contained in article 2(f) of the Companies Act 2006 (Commencement No. 7, Transitional Provisions and Savings) Order 2008. A copy of the Order can be found at Regulations and Commencement Orders – made or laid in draft.
In addition, there are some Frequently Asked Questions on the removal of the bar in the FAQ page.
Articles of association – amendment of Tables A to F of the Companies Act 1985
The Government has decided that there is no conflict between Tables A to F of the Companies Act 1985 and provisions of the Companies Act 2006 that are being commenced with effect from 1 October 2008. There will therefore be no amendment of these Tables in October 2008.
Table A to F of the Companies Act 1985 amendment update
Draft Overseas Companies Regulations
An updated draft of the draft Overseas Companies Regulations 2008 is now available on the BERR website, along with the Government response to the December 2007 consultation on the first draft of these regulations. The regulations are available on the Regulations Draft page of this site. These regulations will come into force in October 2009.
Accounts and Reports Guidance
The Department has published guidance on the accounting and reporting requirements under the Companies Act 2006.
The guidance aims to help users to find their way around the new accounting regulations under the 2006 Act that replace the Companies Act 1985 accounting schedules and regulations. It also flags up where there have been substantive changes and what the impact of these will be. Finally, it includes a section on the application of the IAS Regulation; this largely restates in terms of the 2006 Act guidance issued in 2004.
The guidance is available on the Regulations and Commencement Orders – made or laid in draft page.
20 June 2008
Draft secondary legislation: The Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008
The Department has published a draft of the Eighth Commencement Order, which will commence provisions of the Act with effect from 1 October 2009, and an accompanying consultative document. Both documents are available from the Regulations - draft page.
The Department has invited comments on the draft Order by Friday 5 September.