Companies Act 2006

October 2009

Introduction

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From 1 October 2009 Table A has been replaced by three new default model articles aimed at the different types of companies.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.

Company Formation

From 1 October 2009 a new Form IN01 must be lodged with the Registrar in order to incorporate a new company.

Director Addresses

Addresses

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.

Company Register

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.

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