Employment Law Update
13/10/09
Companies Act 2006
Thursday 1st October 2009
The last remaining sections of the Companies Act 2006 came into effect on 1st October 2009.
Directors and Secretaries
There is no longer any requirement to have your home address available to the public at Companies House. The only address you need to make public is a service address (probably the company’s registered office).
If you are a director of an existing company you can apply to Companies House to have your residential address removed from the publicly available records.
Companies House Forms
New forms have come into effect (to record appointment of new directors, changes to director’s details, change to the registered office address, etc.).
Shares
There is no longer any requirement to have an authorised (upper limit) share capital and you can now create shares simply by the directors resolving to do so.
Existing companies can by ordinary resolution of its shareholders opt to drop the authorised share capital provision in its articles.
Unless the articles say otherwise and if it is a new private company with only one class of shares then the directors can allot further shares without the prior authority of the shareholders. Existing companies are still not be able to allot shares except with shareholder consent. As always the articles should be carefully checked and legal advice taken.
Memorandum and Articles of Association
New companies can now have a short form memorandum containing very limited information.
For existing companies the memorandum is now deemed to be part of its articles and, therefore, can be easily altered with the agreement of the shareholders.
New model or template articles are being introduced and there is one form specific for private companies (replacing the old “Table A”). The aim is to try and meet the needs of owner-managed, smaller companies.
Existing companies can retain their existing articles or adopt the new model articles subject to obtaining shareholders’ approval.
If you would like any information at all about the Companies Act 2006 please contact Peter Mardon at prm@aeswinterbothams.com