Companies Act 2006
1 October 2009 is the final implementation date for the Companies Act 2006.
The Companies Act 2006 replaces most of the Companies Act 1985 and introduces a wide range of changes to a number of areas.
Memorandum of Association
From 1 October 2009, the memorandum of association will no longer form part of a company’s constitution and the new memorandum contains only limited information.
Ultra Vires Doctrine
The new memorandum of association no longer contains the object clause. Therefore the ultra vires doctrine is abolished.
Authorised Share Capital
Another change introduced by the Companies Act 2006 is the abolition of the concept of authorised share capital.
Changes to Memorandum
For companies incorporated on and after 1 October 2009, the constitutional information that was previously set out in the memorandum is now set up in the articles of association. For companies incorporated before 1 October 2009, the provisions currently in their memorandum which no longer appear in the memorandum of a new company will be treated as provisions of the company’s articles.
Articles of Association
New Model Articles
From 1 October 2009 Table A has been replaced by three new default model articles aimed at the different types of companies.
Changes to Articles
Please note that from 1 October 2009 unless a company creates its own articles excluding or amending the model articles, then the new model articles for that type of company will apply by default.
From 1 October 2009 a new Form IN01 must be lodged with the Registrar in order to incorporate a new company.
Each. director will need to file both a service address and his usual residential address. Only the service address will go on the public record at Companies House.
Companies must keep two registers of directors, one which contains their service addresses and which must be open to inspection, and one containing their usual residential addresses, which must be kept confidential.
The contents of this Newsletter are for reference purposes only and do not constitute legal advice. Independent legal advice should be sought in relation to any specific legal matter.