Policy and Reform: Company Law

A note outlining the changes to the law on accounting reference periods under the Companies Act 2006 (CA 2006). For more detailed information and analysis, see Practice note, Company accounts and reports: overview. Part 15 (accounts and reports), other than sections 417 and 463, came into force on 6 April 2008.

A note outlining the changes to the law on annual returns made by the Companies Act 2006 (2006 Act).  For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 24 (a company's annual return) came into force on 1 October 2009.

A note outlining the changes to the law in relation to arrangements and reconstructions (including mergers and divisions of public companies) made by the Companies Act 2006 (2006 Act). For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 26 (arrangements and reconstructions) and Part 27 (mergers and divisions of public companies) came into force on 6 April 2008.

On 1 October 2009, the Companies (Model Articles) Regulations (SI 2008/3229) will replace Table A as the default set of articles of association for a company incorporated under the Companies Act 2006 (2006 Act). For a company incorporated before that date, the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (SI 2008/2860) provides guidance on the effect of the 2006 Act on its existing memorandum and articles of association. This note addresses a number of questions raised by PLC Corporate subscribers, arising both from that Order and the 2006 Act, in relation to a company's constitution. Please e-mail us with your feedback on any of the issues discussed in this note and, in particular, any experience of these issues in practice. We would also like to hear suggestions for additional questions or topics for future consideration. This note will be periodically updated ahead of 1 October 2009 to reflect subscriber feedback. In particular:  Sections of this note relating to a company's name have been updated to take account of the publication, on 28 July 2009, on OPSI of the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 (SI 2009/1941). On 14 September 2009, BIS published its final guidance on the constitution of companies, including the model articles of association. For a link to that guidance, see Further reading, at the foot of this note. Sections of this

A note outlining the changes to the law relating to authorised share capital to be made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act see, Companies Act 2006: publication of final text. For general background to the 2006 Act see, Companies Act 2006: materials.

A note outlining the changes to the law on business names made by the Companies Act 2006 (2006 Act). For information on the regime under the 2006 Act, see Practice note, Company names and business names: 1 October 2009. Part 41 (Business names) came into force on 1 October 2009.

A note outlining the changes to the law on the change of a company's name under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 5 (a company's name) of the 2006 Act came into force on 1 October 2009 apart from objections to company names (sections 69-74, 2006 Act) and trading disclosures (sections 82-85, 2006 Act) which came into force on 1 October 2008.

A table that shows when each section of the Companies Act 2006 (2006 Act) came into force. To check when a section of the Companies Act 1985 (1985 Act) was repealed by the 2006 Act, see Practice note, Companies Act 1985: When was it repealed?. For a table showing the origin of the provisions of the 2006 Act, principally by reference to sections of the 1985 Act, see Companies Act 2006: Table of origins. For background information and materials on the 2006 Act, see Practice note, Companies Act 2006: materials.

A note on the background to the introduction of the Companies Act 2006.

A quick guide to the rules under the Companies Act 2006 governing contracts with sole members who are also directors.

A quick guide to the rules governing duties of directors and board procedure under the Companies Act 2006.

A quick guide to the rules on ratification of directors' liabilities under the Companies Act 2006.

GC100 paper published 7 February 2007 setting out the Group's view on best practice guidelines for compliance with the new law. This document is only available in MS Word format. Click here to view it.

A quick guide to the minimum number of directors required by the Companies Act 2006.

A brief summary of: some of the main amendments discussed and agreed to during the final debates in the House of Commons on the Companies Bill on Report (17 to 19 October 2006); and a brief summary of some of the main points of discussion and debate on the Companies Bill's final day in the House of Lords (2 November 2006)

A list of practice notes providing details of the changes to the law in specified areas under the Companies Act 2006, together with a link to each note.

A quick guide to the rules governing the removal of directors under the Companies 2006.

A quick guide to the rules governing substantial property transactions under the Companies Act 2006.

A note on the provisions that remain in the Companies Acts 1985 and 1989 and the Companies (Audit, Investigations and Community Enterprise) Act 2004 since the Companies Act 2006 came into force.

A note analysing the provisions of the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (SI 2008/2860) (Eighth Commencement Order) and its accompanying consultation document. This note has been updated to reflect the provisions of the final version of the Eighth Commencement Order published on the OPSI website on 12 November 2008. The items in bold highlight those areas where the provisions of the Eighth Commencement Order differ from the draft of the Eighth Commencement Order, published by BERR on 20 June 2008.

The Companies Act 2006 (CA 2006) introduced a new regime for the notification of major shareholdings implementing part of the EU Transparency Directive. Part 43 of the CA 2006 amended Part 6 of the Financial Services and Markets Act 2000 (FSMA) to give the Financial Services Authority (FSA) power to make transparency rules. The provisions relating to major shareholding disclosures are contained within chapter 5 of the FSA's Disclosure Rules and Transparency Rules sourcebook (DTR 5). For further details on the provisions of DTR 5 see Practice note, Notification of major shareholdings under the Disclosure Rules and Transparency Rules.  This note compares the notification of major shareholding provisions in the Companies Act 1985 (CA 1985), which were repealed with effect from 20 January 2007, with the provisions in Part 6 of the FSMA and DTR 5. This note refers to the FSA's special Transparency Directive edition of List! originally published on 20 December 2006 but superseded by a revised edition released on 27 April 2007 (TD List). This note also refers to the new rules which came into force on 1 June 2009 and which extended the scope of DTR 5 to include financial instruments that have a similar economic effect to qualifying financial instruments where they relate to a UK issuer. The Companies Act 2006 retained provisions regarding a public company's right to investigate who has an interest in its issued share capital. Further details, see Practice note, Invest

A note outlining the changes to the law relating to a company's constitution to be made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials.

A note outlining the changes to the law on declaration of directors' interests under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Chapter 2 of Part 10 (general duties of directors) came into force on 1 October 2007, other than the provisions relating to directors' conflict of interest duties in sections 175 to 177 came into force on 1 October 2008, along with the provisions relating to declarations of interest in existing transactions or arrangements in Chapter 3 of Part 10 (sections 182 to 187).

A note outlining the changes to the law on directors' duties under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. For a more detailed note on this topic, see Practice note, Directors' general duties under the Companies Act 2006. Chapter 2 of Part 10 (general duties of directors) came into force on 1 October 2007, other than the provisions relating to directors' conflict of interest duties (sections 175 to 177). Sections 177 to 175 came into force on 1 October 2008.

A note outlining the changes to the law on directors' reports under the Companies Act 2006 (CA 2006 ). For more detailed information and analysis, see Practice note, Directors' report:  and Practice note, Business review. Part 15 (accounts and reports) other than section 417 (Contents of directors' report: business review) and section 463 (Liability for false or misleading statements in reports) came into force on 6 April 2008. Generally, the requirements on the form and content of accounts and reports in Part 15 are effective for accounting periods beginning on or after 6 April 2008. Section 417 came into force on 1 October 2007 for reports for financial years beginning on or after 1 October 2007 and section 463 applies to reports sent on or after 20 January 2007.

A note outlining the changes to the law on directors under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Most of Part 10 (a company's directors) came into force on 1 October 2007, other than: (1) provisions relating to directors' conflict of interest duties, declarations of interest in existing transactions or arrangements, and underage and natural directors, which came into force on 1 October 2008; and (2) provisions relating to the register of directors, including directors' residential addresses, which came into force on 1 October 2009.

A note outlining the changes to the law on distributions made by the Companies Act 2006 (2006 Act). For information on the regime under the 2006 Act, see Practice note, Distributions. Part 23 (Distributions) of the Act came into force on 6 April 2008.

A collection of resources for the electronic communications regime under the Companies Act 2006.

A practice note charting developments relating to the proposal for a Council Regulation on the Statute for a European Private Company in chronological order.

A note outlining the law on the exercise of members' rights under Part 9 of the Companies Act 2006 (CA 2006) under which indirect investors may exercise certain governance rights. Part 9 (exercise of members' rights) came into force on 1 October 2007.

A note outlining the changes to the law on the financial assistance under the Companies Act 2006. For more detailed information and analysis, see Practice note, Financial assistance: 1 October 2009. The prohibition on financial assistance by private companies for the acquisition of shares in themselves or other private companies (including the whitewash procedure) was repealed from 1 October 2008. Chapter 2 of Part 18 of the 2006 Act (financial assistance for purchase of own shares) preserves the financial prohibition for public companies and has been in force since 1 October 2009.

A note outlining the changes to the law on group accounts under the Companies Act 2006 (CA 2006). For more detailed information and analysis, see Practice note, Group accounts. Chapter 4 of Part 15 (annual accounts) came into force on 6 April 2008. Generally, the requirements on the form and content of accounts and reports in Part 15 came into effect for accounts and reports for periods beginning on or after 6 April 2008.

A note outlining the provisions that have given the Secretary of State or the Treasury power to make regulations requiring institutional investors to provide information about the exercise of their voting rights under the Companies Act 2006 (2006 Act). For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Sections 1277 to 1280 in Part 44 of the 2006 Act came into force on 1 October 2008.

A practice note listing key forthcoming dates in 2011 for corporate lawyers. For anticipated key dates in 2012, see Practice note, Key dates for corporate lawyers: 2012. For all of PLC Corporate's updates on legal developments, see Corporate updates.

A practice note listing key dates of interest during 2013 for corporate lawyers.

A note outlining the changes to the law on annual general meetings under the Companies Act 2006 (2006 Act). For more detailed information on general meetings, see: Practice note, General meetings (including AGMs): preparation and notice; and Practice note, General meetings (including AGMs): conduct of the meeting.   For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 13 (Resolutions and meetings) and sections 485-488 of Part 16 (Audit) of the Act came into force on 1 October 2007.

A note outlining the changes to the law relating to a company's memorandum of association to be made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006. Part 3 (A company's constitution) of the 2006 Act will come into force on 1 October 2009.

A note outlining the changes to the law on notices of EGM made by the Companies Act 2006 (2006 Act). This note does not reflect the changes introduced in relation to notices and general meetings by the Companies (Shareholders' Rights) Regulations 2009 which came into force on 3 August 2009. For more detailed information on general meetings, including the changes introduced by the Companies (Shareholders' Rights) Regulations 2009, see: Practice note, General meetings (including AGMs): preparation and notice; and Practice note, General meetings (including AGMs): conduct of the meeting. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 13 (resolutions and meetings) came into force on 1 October 2007, apart from sections 327(2)(c) and 330(6)(c) regarding proxies which are not being commenced, and those provisions that came into force on 20 January 2007 (sections 308, 309 and 333).

A note outlining the changes to the law relating to a company's objects to be made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006.. Part 3 (A company's constitution) of the 2006 Act will come into force on 1 October 2009.

A note outlining the provisions relating to the Panel on Takeovers and Mergers made by the Companies Act 2006 (2006 Act). Part 28 (takeovers) of the 2006 Act came into force on 6 April 2007.

A note outlining the changes to the law relating to polls to be made by the Companies Act 2006 (2006 Act). For more detailed information on polls, see: Practice note, General meetings (including AGMs): conduct of the meeting. For a link to the 2006 Act see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006. Part 13 (Resolutions and meetings) of the 2006 Act came into force on 1 October 2007.

A note outlining the changes to the law on the protection of members against unfair prejudice made by the Companies Act 2006 (2006 Act). For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 30 (protection of members against unfair prejudice) came into force on 1 October 2007. Section 994 was amended on 6 April 2008.

A note outlining the changes to the law in relation to the differences between public and private companies under the Companies Act 2006 (2006 Act) as at 1 October 2009. For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials.

A note outlining the changes to the law on quorums under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Part 13 (Resolutions and meetings) of the Act came into force on 1 October 2007.

A note outlining the changes to the law in relation to quoted companies made by the Companies Act 2006 (2006 Act). For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. The various provisions in the 2006 Act which impose specific requirements on quoted companies came into force on different dates; the first of the commencement dates was 1 October 2007 in relation to the contents of the enhanced business review (section 417) and the requirements where a poll is taken at a meeting (Chapter 5 of Part 13). For more detailed information and analysis, see Practice note, Quoted companies: accounts and reports: 6 April 2008 and Practice note, Business review: 1 October 2007.

A note outlining the changes to the law on record keeping requirements in relation to resolutions and meetings made by the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. The provisions on record keeping in Parts 10 and 13 came into force on 1 October 2007.

A note outlining the changes to the law on reductions of share capital to be made by the Companies Act 2006 (2006 Act). For more detailed information on reductions of capital, see Practice note, Reduction of capital: overview, Practice note, Reduction of capital: solvency statement, Practice note, Reduction of capital: court approved and Practice note, Reduction of capital: unlimited company. For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Chapter 10 of Part 17 (reduction of share capital) came into force on 1 October 2009 except for the provisions dealing with the new procedure for private companies to make capital reductions supported by a solvency statement that came into force on 1 October 2008.

A note outlining the changes to the law on the register of members made by the Companies Act 2006 (2006 Act). For information on the regime under the 2006 Act, see Register of members: 1 October 2009. Part 8 (A company's members) of the 2006 Act came into force on 1 October 2009, with the exception of sections 116-119, which were brought into force in a tapered fashion on 1 October 2007, and sections 121 and 128, which came into force on 6 April 2008.

A guide to the procedures for restoring a dissolved company to the register of companies, under Part 31 of the Companies Act 2006.

A note outlining the changes to the law on shadow directors under the Companies Act 2006 (2006 Act). For a link to the 2006 Act, see Companies Act 2006: publication of final text. For general background to the 2006 Act, see Practice note, Companies Act 2006: materials. Most of Part 10 (a company's directors) came into force on 1 October 2007, other than: (1) provisions relating to directors' conflict of interest duties, declarations of interest in existing transactions or arrangements, and underage and natural directors, which came into force on 1 October 2008; and (2) provisions relating to the register of directors, including directors' residential addresses, which came into force on 1 October 2009.

A note outlining the changes to the law on share capital made by the Companies Act 2006 (2006 Act). For information on the regime under the 2006 Act, see Practice note, Share capital: overview.

A note outlining the changes to the law on the small companies regime for accounts and reports to be made by the Companies Act 2006 (CA 2006). Part 15 (Accounts and reports) of the 2006 Act came into force on 6 April 2008 except for section 417 which came into force on 1 October 2007 see Practice note, Small and medium-sized companies: accounts and reports.

A note outlining the law in relation to statutory auditors made by the Companies Act 2006 (2006 Act). Part 42 (statutory auditors) and Part 16 (audit) (other than sections 485-488) came into force on 6 April 2008.

An outline of the option for companies to prepare a summary financial statement in addition to their full accounts and reports in accordance with the Companies Act 2006. This note covers the law applicable to financial periods beginning on or after 6 April 2008. 

This note covers the information that must be displayed or given by a UK company under the Companies Act 2006 (2006 Act) and the Insolvency Act 1986 (as amended) (1986 Act): At specified locations. In documents and communications. At the request of those they deal with in the course of business. It includes details of  what an individual or partnership should disclose and the additional disclosures required of a charitable company. This note does not cover information that must be supplied to the Registrar of Companies.

An outline of the true and fair requirement in relation to company accounts under the Companies Act 2006. This note covers the law applicable to financial periods beginning on or after 6 April 2008.