There may also be other instances where companies may wish to restrict actions; for example, having the option of conference call board meetings may not be suitable for every company.
The different treatment between the two types of address is that the serviced address will be in the public domain, with the residential address protected. If private company meetings take place they require a 14 day notice period. 0000007915 00000 n
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A new minimum age of 16 is set for directors. There are certain documents to which these new powers do not extend: The Act also introduces changes to arrangements when inspecting company registers. In future, in the case of existing companies, it will be possible for those directors who do not have an interest in the matter to authorise it if this is specifically permitted by the company’s Articles. 0000010127 00000 n
This will be supplemented in a limited number of circumstances with administrative restoration. There are a number of changes that came into force on 1 October 2009; however, the most significant changes are listed below: It is important that existing companies review their articles and consider if amendments are needed. 0000024196 00000 n
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Shareholder meetings can be streamlined – Private companies will no longer hold an annual general meeting. The details must include: From 1 October, the new model articles have superseded table A as the default for companies. 0000012247 00000 n
The general duties of directors have been developed until now in case law.
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At the moment, only the shareholders can authorise such a conflict of interest. The new procedure for incorporating a company will start with the submission of Form IN01, together with the memorandum of association; articles of association; and correct fee. The articles rather than the memorandum will set out the principles covering the way the company conducts its business. 0000013324 00000 n
More information is available at www.ipo.gov.uk/.
The memorandum must be in the prescribed form and authenticated by each subscriber of shares. 0000036205 00000 n
The previous statutory rule that companies cannot give financial assistance for the purchase of their own shares is to be abolished for private companies.
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It will be simpler to reduce share capital.
For example: no requirement to hold an annual or general meeting; all shares being fully paid up; removal of directors' retirement clauses; the concept of single member companies; simplified directors' decision-making; and removal of authorised share capital. They have sensibly not been drafted as a one-size fits all in the mould of the old table A. Reserve capital is also abolished from 1 October 2009. Companies formed under the new Act can choose to have new streamlined default model Articles. All companies must have at least one actual person as a director.
Shareholder meetings for private companies can now all be on a 14 day notice period, unless different arrangements are specified in a company’s Articles.
This is in respect of company restoration, which was previously only the domain of the courts. Appointment of an independent names adjudicator. Directors have always had a duty to avoid a situation in which they have an interest which conflicts or may conflict with the company’s interests, unless the matter has been duly authorised. 0000003393 00000 n
Companies incorporating on or after 1 October 2009 will have to complete a statement of capital and initial shareholdings. The new legislation, as well as introducing a number of changes, allows companies greater flexibility in choosing how they operate. On 11 January 2007, OPSI published two further explanatory notes to the Companies Act 2006 (the 2006 Act): 1) A table of destinations which lists the provisions of the Companies Act 1985 that are repealed and re-enacted by the 2006 Act.
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This applies to all companies except those that file small company accounts. 0000000016 00000 n
Existing under age directors will cease to be directors when the age criteria comes into force. The global body for professional accountants, Can't find your location/region listed?
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Instead, the required majority will be similar to that for shareholder meetings – a simple majority of the eligible shares for ordinary resolutions, or 75% for special resolutions.
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The memorandum of association may conjure up images of a lengthy, legalistically written document of the past, mainly due to the objects clause. 0000113080 00000 n
The new document will, in effect, be a form-filling exercise.
In addition, there is significant relaxing of the rules governing the ability to issue private company shares, where only class of shares are in issue. 0000113202 00000 n
There is no need to appoint a company secretary unless you want to.
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