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Companies Act 2006

  1. Directors and officers of companies will have some extra work to add to their current busy lives, with the Companies Act 2006.
  2. The Companies Act is already in force, parts of which became law on 31st December 2006, requiring companies to disclose their registration number and name on websites and order forms together with registered offices and addresses.
  3. The 2006 Act has also come into force in relation to public company takeovers, disclosures of major shareholdings and transparency provisions - this came into effect on 1st January 2007.
  4. Most parts of the Companies Act 2006 relating to directors and officers duties will come into force in October 2008.
  5. Generally the Act will replace large parts of the old Acts, so directors and officers need to be aware of their duties and any changes that may need to be considered in their company's operations.
  6. One of the reasons for the new Companies Act was to modernise current company law, with particular attention to electronic communications.
  7. There have been agreements and provisions within the Act where directors and officers of a company can communicate electronically to shareholders and others (as of January 2007).
  8. This may mean that directors and officers need to consider a review of their communications with shareholders and others and also decide whether the company needs to make provisions within the articles of association and make any necessary amendments.
  9. The structure of the 2006 Companies Act that directors need to concern themselves with are as follows:
    • The fundaments of what a company is, how it can be formed and what it can be called
    • The members (shareholders) and officers (management) of a company
    • How companies may take decisions
    • The safeguards for ensuring that the officers of a company are accountable to its members
    • Raising share capital, capital maintenance, annual returns and company charges
    • Company reconstructions, mergers and takeovers
    • The regulatory framework, application to companies not formed under the Companies Acts and other company law provisions
    • Overseas disqualifications of directors, business names and statutory auditors
    • Transparency obligations
    • Miscellaneous and general