The last tranche of the Companies Act 2006 came into force on 1 October, and here's the headline news.
Establishing a new company
From now on, the Memorandum will be much shorter. It will be
used simply to evidence the intention to form a company. The
requirements for an authorised / nominal share capital have also
been scrapped.
Model Articles, reflecting the changes brought about by the
Companies Act, are now available at http://www.companieshouse.gov.uk/about/modelArticles/modelArticles.shtml.
Changes to Forms
All current Company Forms will change with immediate effect. Make sure you use the new ones if you're filing anything with Companies House.
Directors Addresses
Directors must provide Companies House with both their residential address and a service address. Only the latter will appear on the public register.
Amending the Articles
Articles can contain 'entrenched provisions' containing
restrictions on their amendment. If so, Companies House needs to be
notified.
In future, any amendments made to the Articles of Association must
be notified to Companies House within fifteen days. There's a
new criminal offence for breach.
Company Names
The rules on 'same as' names have been tightened. Registration will only be possible if you're part of the same group and have written consent from the group company that's already on the register.
A new 'Company Names Tribunal' will be set up to deal with complaints of 'opportunistic registration'. Perhaps the days of 'cyber-squatting' are finally coming to an end!
Statement of Capital for companies limited by shares
Companies limited by shares will have to file a 'Statement of Capital' on incorporation, and as part of the usual Annual Return. The Statement must contain specified information concerning the capital structure of the company
The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.
