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Provisions in force and measures to be implemented

The finalised timetable was announced in December 2007, and for more information on which provisions are in force and when the remaining measures are to be implemented:

Measures in force from 1 January 2007

The new requirements for company websites and email signatures. Every company must list its company name, registration number, country of registration and its registered office address on its website and in emails. This also applies to LLPs, so firms that are LLPs should also review their websites and email signatures. The improved electronic filings with Companies House, in particular on company formation, were also brought into force.

Measures in force from 1 October 2007
  • the new rules on private companies appointing their auditors, including deemed re-appointment (s 485-488)
  • most of the new statutory directors' duties. The main change to existing duties is the 'enlightened shareholder value' duty to promote the success of the company (s172). (The other main changes to directors' duties are on conflicts of interest, but these will not be implemented until October 2008). The remainder of Part 10 on directors also applies from 1 October 2007 except directors' residential addresses, corporate / natural directors and underage directors
  • the provisions codifying the derivative claims regime (Part 11), which clarify the criteria and procedure for minority shareholders to bring a claim in the name of the company, but include protections to ensure that unmeritorious suits are quickly dismissed
  • the new business review - including the 'enhanced business review' for quoted companies - comes in for reports relating to financial years beginning on or after 1 October 2007 (s 417). The business review should demonstrate how the directors have complied with their duty to promote the company's success
  • new rules for meetings and resolutions, which include some deregulation for private companies, which will no longer need to have AGMs and will be able to use written resolutions more easily (Part 13)
  • new rights for indirect (beneficial) shareholders to receive information (Part 9)
  • changes to the political donations regime (Part 14)
  • fraudulent trading (Part 29) and protection of members against unfair prejudice (Part 30)
  • company investigations (Part 32)
Measures in force from 1 October 2008

The following provisions of CA 2006 were commenced with effect from 1 October 2008:

Measures in force from 20 January 2007
  • the provisions facilitating electronic communication between companies and their shareholders, because the Government believe they will lead to 'many millions of pounds of savings to business' (ss 1143-1148)
  • the new liability regime for narrative reporting - effectively incorporating a safe harbour for information in directors' reports and directors' remuneration reports (directors will be liable for untrue/misleading statements if the director knew or was reckless that it was so or if an omission was a dishonest concealment) (s 463)
  • the new liability regime for transparency directive disclosures by listed companies, applicable in respect of periodic reporting and preliminary announcements - only the issuer will be liable to the shareholders, and only in circumstances where such published information includes untrue/misleading statements (or omissions of required information) that causes loss to shareholders, and the directors knew or were reckless that it was untrue/misleading (or, if an omission, was a dishonest concealment) (s1270, inserting s 904 into FSMA)
  • the new provisions allowing PLCs to investigate who has an interest in their shares (replacing the old "section 212 notices") (Part 22). The rest of the major shareholdings notification regime was abolished and replaced by new FSA rules and no longer applies to unquoted PLCs
  • the new FSA disclosure rules for listed companies (and the statutory requirements for disclosure of directors' interests for unquoted PLCs are abolished).
Measures in force from 6th April 2007
  • the provisions to implement the Takeovers Directive and place the Takeover Panel on a statutory footing (Part 28)
  • abolition of the upper age limit for directors of PLCs (and their subsidiaries)
  • the abolition of the statutory disclosure requirement for directors' share dealings, which (for quoted PLCs) will be replaced by new FSA rules implementing the Market Abuse Directive (these rules will no longer apply to unquoted PLCs)
Measures in force from 6th April 2008

The accounts, audit and statutory auditor provisions (except for the private company audit provisions, which come into force earlier in October 2007).

  • Part 15 on accounts comes in for accounting periods commencing on or after 6 April 2008, but note that certain sections were brought in earlier - the new liability regime for directors' narrative reporting (s463) from January 2007 and new business review provisions (s417) from October 2007. The main accounting changes under the Companies Act 2006 and related regulations are changes in the presentation of the requirements (implementing a 'think small first' approach), revised SME thresholds, disclosure of turnover in abbreviated accounts for medium-sized companies, shortened filing deadlines and changes to the group accounts exemptions
  • most of Part 16 on audit will also come into effect in respect of such accounting periods, including the new auditor offence (section 507) and the requirement that an audit report be signed by an individual (the senior statutory auditor - sections 503 to 506), which will both apply to audit reports on accounts for financial years starting on or after 6 April 2008. However, certain provisions in Part 16 will come into effect straight away from 6 April 2008, including the ability to enter into auditor liability limitation agreements (s 534-538), and the new resignation statements regime (which includes new reporting requirements for auditors and their clients - s 510-526)
  • statutory auditors (Part 42)
  • the distributions provisions (Part 23)
  • the provisions on Debentures (Part 19), private and public companies (Part 20), certification and transfer of securities (Part 21), arrangements and reconstructions (Part 26), mergers and divisions of PLCs (Part 27)
  • the company secretary provisions (Part 12)
  • execution of documents (s 44)
  • register of members and removal of entries relating to former members (s121 and s128)
  • inspection of register of interests in a company's shares (s811(4), s812 and s814)
Measures to be in force 1 October 2009

The remainder of the Act is in force from 1 October 2009, including:

  • company formation, and the provisions enabling companies to register under the 2006 Act and provisions governing the registrar of companies, and dissolution and restoration to the register (Parts 1, 2, 31 and 35)
  • provisions regarding company constitutions, members, names (except ss 69-74 and ss 82-85), business names, re-registration (as public or private) and registered offices (Parts 3-8 and 41)
  • provisions relating to directors' residential addresses
  • share capital provisions (Part 17)
  • acquisition by limited company of its own shares (Part 18)
  • company's annual returns (Part 24)
  • company charges (Part 25)
  • overseas companies (Part 34) and UK companies not formed under the Companies Act (Part 33)

Relevant parts of the Act will also apply to LLPs as from 1 October 2009. For an article on October 2009 implementation, including some points to remember regarding the new Registrar's Rules, and how they relate to filing accounts and reports, see Audit & Beyond (Extract from September 2009 edition).

Useful links from this article are below:

The finalised implementation timetable is available on BERR's website.