Company administration and meetings

The Companies Act 2006 (Amendment of Part 25) Regulations 2013 (SI 2013/600) have been published.

BIS has published a consultation paper asking for views on the extent to which the existing rules on company and business names should be repealed, or reduced in scope.

What's Market is tracking additional corporate governance and remuneration disclosures in its 2013 AGM summaries.

The FRC has published a report on developments in corporate governance during 2012, which reviews the impact and implementation of the UK Corporate Governance and Stewardship Codes over the last 12 months.

The National Association of Pension Funds has published a revised version of its Corporate Governance Policy and Voting Guidelines for Smaller Companies.

The National Association of Pension Funds has published a revised version of its Corporate Governance Policy and Voting Guidelines.

ESMA has published an updated version of its questions and answers on prospectuses.

Directive 2012/17/EU of the European Parliament and of the Council of 13 June 2012 amending Council Directive 89/666/EEC and Directives 2005/56/EC and 2009/101/EC of the European Parliament and of the Council as regards the interconnection of central, commercial and companies registers has been published in the Official Journal.

The Council has adopted the proposed directive on the interconnection of central, commercial and companies registers.

The FRC has published a consultation document proposing changes to the UK Stewardship Code.

PLC Corporate has published two forms of a chairman's script for use at an annual general meeting.

This legal update gives an analysis of the FTSE 350 commercial companies' 2011 AGM notices added to What's Market and highlights the new disclosure requirements under the UK Corporate Governance Code for the 2012 reporting season.

The Competitiveness Council, on 5 December 2011, adopted a general approach on a Presidency compromise text on a Directive as regards the interconnection of central, commercial and companies registers. The Directive is aimed at improving access to up-to-date and trustworthy information on companies.

PLC Magazine has published its October 2011 issue. It includes a number of articles that may be of interest to PLC Financial Services subscribers, covering the new US whistleblower rules, the future of narrative reporting and the case of Rayford Homes Ltd v Bank of Scotland plc and another [2011] EWHC 1948 (Ch) on the construction of contracts.

PLC Corporate has published articles of association for a public listed company incorporated under the Companies Act 2006 and listed on the Official List of the London Stock Exchange plc.

The Department for Business Innovation and Skills (BIS) has published a note of issues to be resolved before it publishes draft regulations relating to security registration in summer 2011. Comments are requested until 13 May 2011.

Companies House has launched a web incorporation service in conjunction with the government's website for business, and a service to enable companies and LLPs to make a second filing of certain forms delivered under the Companies Act 2006 to correct inaccuracies.

In Antonio Gramsci Shipping Corp and others v Stepanovs, the High Court has considered whether the corporate veil should be pierced in order to enforce a charterparty against one of the ultimate beneficial owners of a corporate party because that party had been set up and used as a fraudulent device to conceal the personality and involvement of (among others) the beneficial owner.  The court also considered, among other questions, whether it mattered that the beneficial owner was not in sole control of the corporate party; whether the claimants had to show at the outset of proceedings that the claim to pierce the corporate veil was necessary to provide them with an effective remedy; and the extent to which the beneficial owner was bound by the jurisdiction clause in the charterparty.

The European Commission has published a proposal for a directive to interconnect business registers within the EU.

On 20 January 2011, European Commission Decision 2011/30/EU of 19 January 2011, on the equivalence of certain third country public oversight, quality assurance, investigation and penalty systems for auditors and audit entities and a transitional period for audit activities of certain third country auditors and audit entities in the European Union, was published in the Official Journal.

BIS has published an evaluation of the main provisions of the Companies Act 2006.

On 24 November 2010, the European Commission published the final report of a study on costs aspects resulting from proposed changes to the Fourth and Seventh EU Company Law Directives.

The European Commission has announced its intention to launch a consultation on the functioning of the audit sector.

EuropeanIssuers has published the final version (subject to implementation) of the Market Standards for General Meetings which have been endorsed by participating European associations.

The National Association of Pension Funds has published a revised version of its "Corporate Governance Policy and Voting Guidelines for Investment Companies".

Companies House has changed its guidance on the administrative restoration procedure.

Updated FAQs on description of rights attached to shares to be set out in statements of capital.

On 26 November 2009, BIS published a consultation on notices of auditors leaving office.

Companies House has updated its Frequently Asked Questions on the Companies Act 2006 to include guidance on the prescribed particulars to be set out in a statement of capital.

Guidance from the ABI on the contents of articles of association, published 6 November 2009 (dated October 2009).  

OPSI has published the Unregistered Companies Regulations 2009.

The Institute of Chartered Secretaries and Administrators has published guidance on the implementation of the Shareholder Rights Directive.

The Companies (Shareholders' Rights) Regulations 2009 have come into force.

ICSA has published guidance on the implementation of the Shareholder Rights Directive.

The Companies (Shareholders' Rights) Regulations 2009 (SI 2009/1632) published by OPSI on 9 July 2009.

BERR has confirmed that the revised draft of The Companies (Shareholders' Rights) Regulations 2009 published on 21 May 2009 for short consultation contains errors.

The final Company and Business Names (Miscellaneous Provisions) Regulations 2009 have been made and published.

The Auditing Practices Board has published a revised version of its International Standard on Auditing (UK and Ireland) 700 on the auditor's report on financial statements.

The latest AGMs analysed from What's Market UK.

New BERR FAQ on disclosure of directors' addresses.

The Institute of Chartered Secretaries and Administrators has published updated guidance on the proper purpose test that should be applied to requests for access to a company's register of members.

On 16 February 2009, OPSI published the Companies (Disclosure of Address) Regulations 2009.

An update on BERR's FAQs on the Companies Act 2006.

The Department for Business, Enterprise and Regulatory Reform has published guidance on calling general meetings on 14 days' notice.

Guidance on action to be taken by listed companies to be able to continue to call general meetings (other than AGMs) on 14 days' notice following implementation of the Shareholder Rights Directive.

A revised draft of the Companies (Disclosure of Address) Regulations 2008 and an explanatory memorandum have been published by OPSI.

The Treasury has published a consultation setting out proposed safeguards for the exercise of powers under the proposed special resolution regime under the Banking Bill.

The Companies (Trading Disclosures) (Amendment) Regulations 2008 have been published on OPSI.

Along with all the other significant changes to the company law regime that came into force on 1 October 2008, there is one that an overstretched company lawyer may overlook: the new arrangement for objections to company names.

The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008 have been published.

On 17 July 2008, the Companies (Forms) (Amendment) Regulations 2008 (SI 2008/1861) were published on OPSI. The regulations come into force on 1 October 2008 and prescribe an amended form 363a (annual return) with effect from that date.The annual return is amended to reflect changes that will be made to the Companies Act 1985 on shareholder information to be provided in the annual return. The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008 (SI 2008/1659) will add new provisions to the 1985 Act (sections 364B to D) drawing a distinction between traded and non-traded companies for the purposes of determining the information about shareholders to be disclosed in annual returns made up to a date on or after 1 October 2008. Companies whose shares have been admitted to trading on a regulated market at any time during the return period will be required to disclose the names and addresses of every person who held 5% or more of the issued shares of any class of the company during the return period. Non-traded companies will be required to disclose the name of every person who was a member of the company at any time during the return period but not the members' addresses.The new sections inserted in the 1985 Act are intended as an interim measure until the equivalent provisions of Part 24 of the Companies Act 2006 come into force on 1 October 2009 (see Practice note, Annual return: Companies Act 2006).The regulatio

On 8 July 2008, the Financial Services Authority and the Institute of Chartered Secretaries and Administrators Registrars Group produced an updated version of its leaflet for listed companies to send to their shareholders (see Legal update, Boiler room scams: ICSA/FSA endorsed "warning" published for use by companies) to raise awareness amongst their shareholders of 'boiler rooms' (high pressure sales firms, often based overseas, that target investors and illegally offer them non-tradeable, overpriced or even non-existent shares). The warning is in a form that can be distributed to shareholders with other mailings (so should not add to mailing costs) or via websites. The leaflet provides information on how to identify a boiler room and what to do when they make contact. The FSA, with the assistance of share registrars, is also writing to individual listed companies to encourage them to send out the leaflets. Shareholders and other consumers can avoid becoming victims of boiler room fraud by: - Getting the correct name of the person and organisation that makes contact. - Checking that anyone offering to sell them shares is authorised by the FSA. - Reporting to the FSA any company that cold calls them to sell shares. - Hanging up the telephone if the caller persists.

On 1 July 2008, The Companies Act 1985 (Annual Return) and Companies (Principal Business Activities) (Amendment) Regulations 2008 were published on OPSI. The Regulations come into force on 1 October 2008 and apply to information to be provided in annual returns made up to dates on or after 1 October 2008. The Regulations incorporate the draft regulations published on the BERR website on 2 May 2008 (see Legal update, Companies Act 1985 (Annual Return) Regulations 2008) but now include a provision amending the Companies (Forms Amendment No. 2 and Company's Type and Principal Business Activities) Regulations 1990 (S.I. 1990/1766) by prescribing additional codes for non-trading companies and dormant companies for the purposes of section 364(3) of the Companies Act 1985 (classifying the principal business activities of a company).

On 20 January 2007, a new regime for company communications (including electronic communications and communications by a website) came into force under the Companies Act 2006 and Chapter 6 of the Disclosure Rules and Transparency Rules Sourcebook (for background see PLC checklist, Electronic communications post 20 January 2007). In section 12 of LIST! 17, the FSA said that any letter sent to shareholders seeking their consent to electronic communications (e-comms consent letters) falls within the definition of "circular" within the Listing Rules and must, therefore, comply with the content requirements set out in LR 13.3.1 (see PLC Legal update, Issue 17 of LIST! ). One of those requirements is to include a statement asking shareholders to pass on the document to the new holder when all the shares have been sold or transferred (LR 13.3.1(6)). In a LIST! Update, sent by email to LIST! subscribers on 30 May 2008, the FSA said that it had come to its attention that e-comms consent letters are often personalised containing shareholder specific details and it would not be appropriate for shareholders to pass on these letters. Accordingly, the FSA said that it agrees "that in these circumstances, because of the sensitive and confidential nature of some of the details in the letter, it may not be appropriate to include the disclosure required by LR 13.3.1(6)".

On 2 May 2008, BERR published draft Companies Act 1985 (Annual Return) Regulations 2008 (the Regulations) together with an explanatory note. The Regulations relate to information to be provided in annual returns made up to dates on or after 1 October 2008. The type of information to be supplied depends on whether the company's shares are admitted to trading on a regulated market during the period to which the return relates. Non-traded companies (that is, private companies and public companies whose shares are not admitted to trading on a regulated market) will be required to disclose the name (but not the address) of every person who was a member of the company at any time during the return period. Traded companies (that is, companies whose shares have been admitted to trading on a regulated market at any time during the return period) will be required to disclose the names and addresses of every person who held 5% or more of the issued shares of any class of the company at any time during the return period. The Regulations are to come into force on 1 October 2008 and reflect the provision of the Companies Act 2006 (Annual Return and Service Address) Regulations, which come into force on 1 October 2009.

The majority of the provisions of the Corporate Manslaughter and Corporate Homicide Act 2007 (Act) come into force on 6 April 2008. The Act provides for a new statutory offence of corporate manslaughter in England, Wales and Northern Ireland, and corporate homicide in Scotland. The Act applies to companies and certain other organisations. The new offence replaces the common law offence of manslaughter by gross negligence for companies but does not apply to indivduals, such as directors or managers. However, individuals will still be able to be prosecuted at common law for manslaughter by gross negligence and under health and safety legislation. Relevant organisations will be guilty of the new offence if the way in which their activities are managed or organised causes a person's death and amounts to a gross breach of a relevant duty of care owed to that person. In addition the way in which the organisation's activities are managed or organised by its senior management must be a substantial element in the breach. The new offence only applies where the relevant harm is sustained within the UK or in other specified places, such as on British ships or aircraft, and does not apply to any act or omission before the Act comes into force on 6 April 2008. PLC Magazine has published a newsbrief on the Act (including some key practical steps for organisations to take now). Also see the PLC quick guide on the Act.

The Department for Business, Enterprise and Regulatory Reform (BERR) has published an informal Keeling schedule showing amendments to the existing regulations made under the Companies Act 1985 setting out default articles of association for the management of various types of company. The amendments have been made by: (1) The Companies (Tables A to F) (Amendment) Regulations 2008 (SI 2008/0739) (see PLC Legal update, Publication of The Companies (Tables A to F) (Amendment) Regulations 2008). (2) The Companies (Tables A to F) (Amendment) (No. 2) Regulations 2007 (SI 2007/2826) (see PLC Legal update, Companies Act 2006: Companies (Tables A to F) (Amendment No. 2) Regulations published on OPSI ). (3) The Companies (Tables A to F) (Amendment) Regulations 2007 (SI 2007/2541 ) (see PLC Legal update, The Companies (Tables A to F) (Amendment) Regulations 2007 published on OPSI ). .Amendments have been made to Tables A (both private and public companies limited by shares), C (company limited by guarantee and not having a share capital) and E (unlimited company having a share capital). For more information on the amendments to Table A, see PLC Practice note, Companies Act 2006: Amendments to Table A.

Because of the requirement that companies need to notify members of website publication of documents and can do so by e-mail only if the member in question has expressly consented, some listed companies have decided to turn this notification into a glossy, hard copy "super summary" of their annual report.

The Companies (Late Filing Penalties) and Limited Liability Partnerships (Filing Periods and Late Filing Penalties) Regulations 2008 have been published.

The Companies (Trading Disclosures) Regulations 2008 have been published.

On 29 February 2008, OPSI published The Companies (Trading Disclosures) Regulations 2008 (SI 2008/495) together with an Explanatory Memorandum. The regulations come into force on 1 October 2008 and set out trading disclosures that must be made by a UK company, principally in respect of the places and manner in which it must disclose its registered name and other registration details. The disclosures have to be made at certain locations, in company documentation and on company websites. The regulations also require companies to respond to enquiries about where their company records are kept available for inspection. Any material amendments to the previous draft of the regulations will will be reported on shortly (see PLC Legal update, Companies Act 2006: Companies Act 2006: revised draft of The Companies (Trading Disclosures) Regulations 2008).

On 28 January 2008 the Institute of Chartered Secretaries and Administrators (ICSA) published a new guidance note (080122) on proxies and corporate representatives at general meetings in the light of changes to company law introduce by Part 13 (Resolutions and meetings) of the Companies Act 2006 on 1 October 2007. If a shareholder is a corporation, it must appoint an individual to act on its behalf at general meetings either as a proxy (sections 284, 285 and 324 to 333, 2006 Act) or as a corporate representative (section 323, 2006 Act). However, there has been some debate around the effect of the new provisions in relation to the two alternatives. In the Guidance, the ICSA considers the uncertainty relating to multiple corporate representatives and recommends that corporate shareholders either appoint proxies or a single corporate representative to attend, speak and vote at general meetings. Where this cannot be done, an alternative method outlined in the Guidance can be adopted. ICSA suggests this as an interim solution until the law can be amended to clarify the position.

On 8 January 2008 OPSI published a revised draft of The Companies (Trading Disclosures) Regulations 2008 (Regulations), together with an accompanying explanatory memorandum. The Regulations set out trading disclosures that must be made by a UK company, principally in respect of the places and manner in which it must disclose its registered name and other registration details. The Regulations also require companies to respond to enquiries about where their company records are kept available for inspection.

Four more companies have been added to the table PLC Corporate has created which shows how listed companies that are holding their AGMs after 1 October 2007 are dealing with the changes made by the Companies Act 2006. Among the more interesting additions are Imperial Tobacco's approach to dealing with changes to its articles and Hays' letter to shareholders which addresses the matter of the ABI's disapproval of listed companies' amendments to their articles and explains that the ABI disagrees, as a policy matter, with section 323(4) of the 2006 Act (corporate representatives).

The International Corporate Governance Network has published a revised version of its securities lending code of best practice.

On 16th October 2007, BERR added (but has subsequently deleted) a frequently asked question relating to section 323, Companies Act 2006. The question posed was whether section 323(4) has effect so that if a member of a company holds shares on behalf of more than one person, issues more than one letter of representation and the holders of the letters do not vote in the same way, should the votes of the holders of the letters be treated as abstentions? BERR's view is that this should not be the case, as section 323(4) is subject to an implied exception where section 152 applies. Section 152 applies where a member holds shares as nominee for more than one person, so that the nominee need not exercise all of its rights as a member in the same way, as long as the company is informed (section 152( 3)). BERR's view is that the intention of the legislation is to allow a nominee corporation to instruct different representatives to exercise rights in different ways for different people. Section 323 is a general rule, whereas section 152 is a special rule, and general rules do not derogate from special rules. If section 152 were subject to section 323(4), the effect would be that: Corporate nominees would be in a different position from individual nominees with regard to the exercise of rights attached to shares at a meeting. There would be a limitation upon the application of section 152 at meetings which did not apply in respect of any other exercise of members' rights.

The Association of Investment Companies has published guidance for investment companies on the issues raised by public access to shareholder information.

On 20th September 2007 the ICGN published on its website a revised version of its Securities Lending Code of Best Practice, which was last revised in October 2005. The Code, which sets out three broad principles which apply to all areas of investment practice and which clarify the responsibilities of all parties engaged in stock lending, has only been revised insofar as the ICGN affirms the principle that companies should know who controls the votes at their general meetings, and that this transparency should benefit all market participants.The ICGN believes that, given the availability of market instruments that separate economic ownership from control, companies and the broader market should be able to track significant divergence of voting power from declared economic ownership. The ICGN suggests that the relevant market authorities should consider amending their holdings disclosure regimes to include the transfer of actual or contingent voting rights executed through the use of securities lending and derivatives. For background on the Code see PLC Legal update Stock Lending: ICGN code of practice and PLC Legal update, Stock Lending: ICGN consultation on code of practice.

Companies House is consulting on changes to the current schedule of late filing penalties for companies that deliver their annual accounts late, to make the regime more effective.

On 30 July 2007 IMA published Paul Myners' fourth report to the SVWG on the impediments to voting UK shares. The report is an update on the progress made since his original report in 2004 (which arose from concerns with the efficiency of the system for casting proxy votes at general meetings, with votes being lost, and doubts about the integrity and reliability of the reported outcome) and follows progress reports in 2005 (see PLC Article, Voting improvements: Myners' report).Myners is "encouraged by the progress made" to improve the voting process but not as much progress has been made as he would like and votes continue to be lost. Institutional investors are encouraged to show greater determination to take steps to ensure their voting instructions are translated into practice. He states that others in the voting process should take steps to make the process more efficient and transparent, establish an audit trail and undertake tracing exercises to determine why votes are lost. Myners is looking to the FTSE 100 to analyse their 2007 AGMS to see if any votes have been lost and he will be writing to chairmen to encourage them in this exercise and report their findings. The ABI, NAPF and IMA support this exercise. In addition to tracing shares, Myners revisits other areas including: electronic voting; designation; record dates; cut off for voting instructions: and stock lending. He lists areas where he considers more could be done and encourages the SVWG members to

On 26 July 2007 the Corporate Manslaughter and Corporate Homicide Bill received Royal Assent. The Act, which will come into force on 6 April 2008, creates a new statutory offence of corporate manslaughter replacing the common law offence of manslaughter by gross negligence. The Act will apply to companies and other corporate bodies (in the public and private sector) and other bodies such as Government departments and police forces. The new offence will not create individual liability (directors and managers can be held to account through existing health and safety laws and the common law of manslaughter). For background information see PLC Legislation tracker, Corporate Manslaughter and Corporate Homicide Bill. The Government has said that it will issue further guidance for organisations affected by the Act in the Autumn. For a copy of the Act click here.

The Institute of Chartered Secretaries and Administrators has published a guidance note on the proper purpose test that should be applied to requests for access to a company's register of members under the Companies Act 2006.

The Department of Trade and Industry is consulting on proposals for implementation of the Company Reporting Directive.

The High Court has considered the interpretation of "relevant accounts" under section 270(3) of the Companies Act 1985, by reference to which the lawfulness of a distribution was to be determined.

The Department of Trade and Industry has published the first commencement order under the Companies Act 2006.

On 22 December 2006 the DTI published the first commencement order under the Companies Act 2006 (The Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006 (SI 2006/3428)), detailing the provisions in the 2006 Act coming into force (and provisions in other legislation being repealed) on 1 January, 20 January and 6 April 2007. On the same day The Companies (Registrar, Languages and Trading Disclosures) Regulations 2006 (SI 2006/3429), to implement the First Company Law Amendment Directive, were published. An explanatory memorandum to the Commencement Order and the Regulations, together with an implementation briefing on the Commencement Order and Regulations, have also been published. As expected, the provisions of the 2006 Act and regulations to implement the First Company Law Amendment Directive (2003/58/EC) came into force on 1 January 2007, including new obligations on companies to include the details specified in sections 349 and 351 of the Companies Act 1985 (company name, place of registration and registered number, registered office etc) on all business letters and order forms (whether in electronic, hard copy or any other form) and on the company's websites. The Commencement Order does not include the provisions in the 2006 Act to implement the Takeovers Directive.

On 9 November 2006 the DTI published proposed provisions for inclusion in regulations to implement the First Company Law Amendment Directive (2003/58/EC) (for background, see PLC Legal update, EU Company Law: adoption of amendments to First Company Law Directive to permit electronic filing of documents and PLC Legal update, Companies Bill: DTI consultation on application to existing companies). The draft includes measures to provide for: (1) the certification of electronic copies by the registrar; (2) the amendment of various sections of the 1985 Act, the Insolvency Act 1986 and various instruments and forms to facilitate the provision of electronic copies to the registrar; (3) language requirements for contracts relating to allotments of shares; (4) the voluntary filing of translations; (5) the amendment of ss349, 351 and 705 of the 1985 Act to require that the company's name, particulars and registered number appear on all its order forms and websites and for references to documents to include those in electronic form; and (6) the similar amendment of s188 of the Insolvency Act 1986, to require that, where a company is being wound up, documents in electronic form and all the company's websites must also contain a statement that the company is being wound up. On the same day, the DTI also published draft provisions for inclusion in a commencement order, also stated to relate to the implementation of the First Company Law Amendment Directive. It is proposed that th

The Institute of Company Secretaries and Administrators (ICSA) Registrars Group has announced that it has produced a warning notice for use by companies, if they wish, to raise awareness amongst their shareholders of "boiler rooms" (high pressure sales firms, often based overseas, who target investors and illegally offer them non-tradeable, overpriced or even non-existent shares). The warning has been endorsed by both ICSA and the Financial Services Authority and is in a form that can be distributed to shareholders with other mailings (so should not add to mailing costs) or via websites.

Institutional shareholders are not currently required to disclose information about how they exercise their voting rights (although some do so voluntarily), but this may be set to change following the inclusion of clause 866 in the Company Law Reform Bill.

The High Court has held that a sole shareholder's informal assent to a company's acquisition of property from a person connected with a director was sufficient to satisfy the requirement for approval under section 320 of the Companies Act 1985.

Companies House and HM Revenue & Customs are consulting on a proposal to align the filing dates for company tax returns with the delivery of accounts to Companies House.

On 28 November 2005 Companies House and HMRC issued for consultation a joint proposal to align the filing dates for company tax returns with the deadlines for companies to file their accounts with Companies House. Companies House and HMRC have suggested two options: all companies would have either 7 or 9 months from their accounting dates to file their company tax return with HMRC. Private companies would have the same amount of time to deliver their statutory accounts to Companies House (if the first option was adopted, this would necessitate an amendment to the Company Law Reform Bill which currently sets a 9 month deadline for private companies to file their accounts). The tax return dates of public companies would not be fully aligned with their deadline for filing accounts with Companies House, which, under the Company Law Reform Bill currently before Parliament, is to be 6 months from their accounting dates. The new time limits, if adopted, are to apply in respect of accounting periods ending on or after 1 October 2007. The proposed alignment of filing dates, if adopted, will result in shorter time limits for delivering tax returns, but no change to the date at which companies pay tax is proposed. Companies House and HMRC also invite views on their proposals to: (1) reduce the time available to HMRC to open an enquiry into a tax return that is filed early - from 12 months from the filing deadline to 12 months from the actual date of filing; and (2) offer comp

On 10 November 2005 Companies House published online its October issue of Register, in which it announced that: (1) it has changed its policy on Form 88(2) for allotments of shares for non-cash consideration and, from 26 September 2005, has accepted certified copies instead of signed original contracts (for general background, see PLC Practice Note, Issuing shares: Allotment and its consequences); (2) new forms 88(2), 88(3) and 88(2)cym came into force on 1 October for use in relation to allotments of shares made on or after 1 December 2003 - the new forms take account of changes to the stamp duty regime made in 2003; (3) while it has not changed its practice in relation to removal of documents from the register, and still recommends that people who wish to have a document removed seek legal advice, in the light of developments in case law, it suggests that such people make an application to the court for a declaration or finding of fact that the document in question is a nullity, in which case the Registrar will remove it if satisfied that there is no basis for keeping the document on the public record - it adds that submission of draft applications to the Registrar would enable any objections she may have to be highlighted before the matter gets to court; (4) it will be stepping up its efforts in the coming months to bring in all outstanding Annual Returns; and (5) in relation to limited partnerships, while it has withdrawn its same day registration service for L

The Institutional Shareholders' Committee has updated its statement of principles on the responsibilities of institutional shareholders and agents.

The High Court has held, in Halton International Inc (Holding) SARL and another v Guernroy Ltd, that where a voting agreement conferred on an agent shareholder absolute discretion as to how to raise finance for the company and vote the shares of the other shareholders, on a share issue to raise funding, the agent did not owe fiduciary duties to the other shareholders in relation to the selection of investors and could exercise the votes to effect a waiver of pre-emption rights.

On 1 September 2005 the DTI published its response, and a summary of responses received, to its consolation on three legislative measures proposed by the European Commission: a proposal to amend the 4th and 7th Company Law Directives, intended to strengthen EU reporting standards; a proposal to amend the 2nd Company Law Directive (capital maintenance); and a proposal for a 14th Company Law Directive on the cross-border transfer of registered offices. The response statement includes an outline of the Government's negotiating position on each of the proposals following receipt of responses and an update on the progress made to date within the EU.

The Court of Appeal has held that the name under which a company carried on business for the purposes of section 216(6) of the Insolvency Act 1986 and rule 4.230 of the Insolvency Rules 1986 did not have to be the only name under which the company carried on business or the name which the company used in connection with all the functions of trading.

One of the more controversial changes to the financial reporting regime for listed UK companies is the new statutory requirement to produce an operating and financial review.

The Accounting Standards Board has issued Reporting Standard 1 "The Operating and Financial Review".

On 17 March 2005 the DTI published for consultation a White Paper setting out its proposals for a Company Law Reform Bill, following on from the Company Law Review and subsequent White Paper 2002. It is proposed that the Bill will include provisions to: codify the duties of directors; require directors, in fulfilling their duty to "promote the success of the company for the benefit of its members as a whole", to take account of both long and short term consequences, as well as the interests of employees, suppliers, customers, the community and the environment; allow shareholders to agree to limit auditors' liability to the company, so their financial liability relates to their responsibility for the loss; simplify the regime for private companies, e.g. by making it easier for decisions to be taken by written resolution, and making AGMs opt-in rather than opt-out; enhance the rights of proxies and make it easier for companies to enfranchise indirect owners of shares; and amend the share capital and capital maintenance provisions, e.g. by abolishing the financial assistance provisions for private companies, introducing a new mechanism for capital reductions for private companies, and abolishing the requirement to have authorised share capital. Draft clauses are included for some areas only. Responses must be received by 10 June 2005. The Government proposes to introduce the Bill as soon as Parliamentary time allows.

On 10 March 2005 the DTI published a consultation paper seeking views on three legislative measures proposed by the Commission: a proposal to amend the 4th and 7th Company Law Directives, which is intended to strengthen EU reporting standards; a proposal to amend the 2nd Company Law Directive (capital maintenance); and a proposal for a 14th Company Law Directive on the cross-border transfer of registered offices. The DTI proposes to use responses in EU negotiations. Responses should be submitted by 3 June 2005, however, as the DTI expects to negotiate on the reporting standards proposals during the next few months, earlier responses on those issues would be welcomed.

The Department of Trade and Industry is consulting on draft regulations concerning proposed changes to the disclosure of auditors' remuneration.

The National Association of Pension Funds has published a guide on pension fund trustees' voting responsibilities as investors in UK companies.

The Auditing Practices Board has finalised "Ethical Standards – Provisions Available for Small Entities" to accompany its main five Ethical Standards.

The Accounting Standards Board is consulting on an exposure draft of a reporting standard for the operating and financial review.

The European Commission has published a draft directive to amend the Fourth Company Law Directive and the Seventh Company Law Directive.

The Companies (Fees) Regulations 2004 (SI 2004/2621) have been made available on the HMSO site. The regulations (which replace the Companies (Fees) Regulations 1991, as amended) provide for a revised scale of fees to be payable to the registrar of companies with effect from 1 February 2005. Provision has been made for certain fees previously determined administratively by the registrar. Fees are increased for: delivery of an annual return (other than by electronic means); delivery of the accounts of an overseas company; registration of a charge; and the provision of a copy of the first 20 pages of a long list of members. Some fees have been reduced, including for same day incorporation and same day change of name. A list of current and new fees can be found on the Companies House site.

The Department of Trade and Industry is consulting on a proposed directive on the statutory audit of annual and consolidated accounts.

On 10 May 2004 the Commission published the results of its consultation on the proposal for a Directive on the right of a limited company to transfer its registered office from one Member State to another. For background information on this proposal see PLC Legal Update Cross-border transfer of companies' registered offices: European Commission consultation.

The Institute of Chartered Secretaries and Administrators (ICSA) has published a new guidance note on corporate representation at general meetings. The note endeavours to clarify both the legal position and practice that has developed in this area, and discusses the valid method of appointment of a corporate representative, whether the Companies Act 1985 permits the appointment of multiple corporate representatives, and the differences between proxies and corporate representatives.

On 16 February 2004 the Commission published for consultation a proposal for a Directive on the right of a limited company to transfer its registered office from one Member State to another.

The Institute of Chartered Secretaries and Administrators has published guidance on the advantages and disadvantages of the different voting systems used at shareholder meetings.

On 31 July 2003 Companies House published a number of new guidance booklets.

The Institute of Chartered Secretaries and Administrators has issued guidance for company secretaries on directors' share dealings and disclosing proxy votes.

The Institute of Chartered Secretaries and Administrators (ICSA) has recently published three new guidance notes.

The Court of Appeal has held that a court will order that a shareholder meeting be held under section 371 of the Companies Act 1985 where a shareholder is making it impossible for the company to conduct business.

The Co-ordinating Group on Audit and Accounting Issues published its final report on 29 January 2003.

On 9 January 2003 the Accounting Standards Board (ASB) published a revision of its 1993 statement 'Operating and Financial Review' (OFR).

Companies House has recently updated a number of forms.

The Lord Chancellor’s Department has issued a consultation on proposals for reforming the legislation governing the execution of deeds and documents by and on behalf of corporations.

On 16th September, 2002 CREST published a document describing the proposed strategy and timetable for the trialling of the domestic proxy voting functionality, scheduled for live implementation on 20th January, 2003. For information on the service CRESTCo intends to offer for proxy voting see legal update CREST .

On 3rd September, 2002 Companies House published an updated version of Form 10 (First directors and secretary and intended situation of registered office).

An updated version of the DCA form is available on the Companies House website

The Institute of Chartered Secretaries and Administrators has recently issued guidance on how shareholders can ask a proxy to 'lodge an abstention' on their behalf when voting on resolutions at general meetings.

The Department of Trade and Industry has set out proposals to allow company directors at risk of violence or intimidation to apply to keep their home addresses off the public register.

Companies House has made foreign forms available on its website, which are mainly for use by overseas companies with branches in the UK.

The Companies (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002, which allow directors who are at risk of violence to keep their home addresses confidential came into force on 2nd April, 2002.

Statutory instruments relating to the new regime that allows company officers and members of limited liability partnerships to apply to keep their home addresses off the public register have been made available on the HMSO site. These are: The Companies (Competent Authority) (Fees) Regulations 2002 The Companies (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 The Limited Liability Partnerships (No. 2) Regulations 2002 The Limited Liability Partnerships (Competent Authority) (Fees) Regulations 2002 The Limited Liability Partnerships (Particulars of Usual Residential Address) (Confidentiality Orders) Regulations 2002 These can all be viewed by accessing the HMSO web site.

The Company (Fees) (Amendment) Regulation came into effect on 2nd April, 2002.

The Companies (Fees) (Amendment) Regulations 2002 have now been made available on the HMSO site.

As the annual general meeting season is approaching, ICSA has issued a new guidance note clarifying the obligations on calling polls proposed by shareholders.

The Financial Services Authority has published a policy statement that provides feedback on its consultation exercise on proposed changes to the UK mechanism for the dissemination of regulatory information by listed companies.

On 23rd January, 2002 Companies House published, on its website, a note to make companies aware of their responsibility to file accounts on time.This notice does not represent a change in policy, but is merely a restatement of the Registrar of Companies' position.

The DTI has published for consultation draft regulations on directors' remuneration. Responses to the consultation document are requested by 15th, March 2002.

The Institute of Chartered Secretaries and Administrators has published an update to its guide on electronic communications with shareholders which clarifies certain points raised since the publication of the original guide in December 2000.

The High Court has held that assent by a beneficial shareholder on behalf of a nominee shareholder is effective in the context of the application of the “duomatic principle”.

Five major investor bodies have recently written to CREST calling for the 'speedy introduction' of systems to allow electronic voting at company general meetings.

The draft Companies Act 1985 (Electronic Communications) Order 2000 has been laid before parliament.

Companies House no longer keeps microfiches of company details in London and all microfiches will now be supplied from its Cardiff office (or its Edinburgh office in the case of Scottish companies).

A new shuttle annual return is to be produced by Companies House in September 1999.

I-Vote has launched a proxy voting service which is designed to create an electronic link between companies, shareholders and custodians and to encourage more active shareholder voting.

New company forms for filing at Companies House have been created by statutory instrument.

The government has published the Late Payment of Commercial Debts (Interest) Bill.

Following the successful electronic filing pilot conducted by Companies House in 1996, which involved thirteen companies, Companies House has decided to introduce an operational electronic filing service as soon as possible in 1998.

A written resolution, passed in accordance with the provisions of Table A governing written resolutions, but signed by only one director of a company where the quorum fixed for the transaction of business was two, was invalid, despite the fact that the sole co-director was outside the UK and so was not entitled to notice of directors' meetings.

The Office of Fair Trading (OFT) is considering a complaint relating to various practices of the UK's three major corporate registrars including conduct concerning the provision of share nominee services.

To exercise its statutory discretion to restore a company to the register, the court has to be satisfied that the company, at the time of striking off, was carrying on a business or in operation or it is otherwise just that the company be restored.

The Court of Session has held that a written resolution commencing proceedings against a director absent from the UK which was signed by one director only was invalid as it was in breach of the company`s articles of association as regards the quorum required for the transaction of business.

The Department of Trade and Industry (DTI) has issued a consultative document reviewing existing legislative requirements relating to the delivery of information to the Registrar of Companies and the functions of the Registrar.

An accountant's lien over books of account cannot override statutory requirements that those books be kept available for inspection in specified places for certain periods.

The Court of Appeal has recently held that a company which did not appoint a solicitor to act on its behalf in court proceedings, and instead authorised a director to appear for it, was not entitled to recover its costs.

Regulations came into force on 1st September, 1995 which simplify the procedures for the use of summary financial statements by listed companies.

Companies House has embarked upon a rolling review of its statutory forms, with the aim of making the forms easier to complete and removing as much technical jargon from the forms as possible.

The court has jurisdiction under section 371 of the Companies Act 1985 to give direction as to the convening of a general meeting of a company even where they involve a fundamental departure from the company's constitution.

It is not appropriate for the court to order the convening of a general meeting of a company when to do so would have the effect of overriding minority shareholders' rights, notwithstanding that those rights were contained in a shareholders' agreement rather than the articles of association of the company.

A recent case is a reminder of the potentially draconian nature of section 349 of the Companies Act 1985. This section imposes personal liablity on those who sign or authorise the signing of certain documents if the name of the Company on whose behalf the document is signed is not mentioned.

The Department of Trade and Industry (DTI) proposes to amend the written resolution procedure but is as yet undecided as to the extent of the revisions.

Regulations have recently come into force which enable dormant companies by way of written resolution to dispense with the requirement to appoint auditors.

Summary financial statements (SFSs) may be sent to debenture and loan stock holders and purchasers of shares may be consulted by companies before they become members as to whether they will wish to receive SFSs.

It is not a proper use of the right of a director or member of a company to apply to the court for the convening of a general meeting of the company under section 371 of the Companies Act 1985 to use it indirectly to secure the removal of a director while a petition under section 459 of the Companies Act 1985 is pending.

A number of fees have been increased and several new ones introduced from 1st July, 1991.

The new provisions regarding the submission by companies of annual returns to the Registrar of Companies reported on in PLC, 1990, I(3), 45 and I(4), 48 have now come into force (with effect from 1st October).

The requirement for a company to have a company seal was abolished from 31st July, 1990.

Listed companies may now send summary financial statements to shareholders who do not wish to receive full Annual Reports and Accounts, subject to the Stock Exchange permitting changes in their Articles where necessary.