Morgan Russell Solicitors

Companies Act 2006

Companies Act 2006

Companies Act 2006 - Board Minutes

A company’s articles normally contain provisions regarding board minutes, either expressly or by reference to keeping written records of decisions taken.  As one of the directors’ duties under the Companies Act 2006 is to act in accordance with the company’s constitution, each director should be aware of the provisions of the articles of the company. 

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Company records which must be kept

Company Records are defined in the Companies Act 2006 as being any register, index, accounting records, agreement, memorandum, minutes or other document required by the Companies Acts to be kept by a company and any register kept by a company of its debenture holders.  They may be kept in electronic or hard copy form.  Failure to keep the required records is an offence.

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UK Company Law Reform

A SUMMARY OF UK COMPANY LAW REFORM UNDER THE COMPANIES ACT 2006

The constitution and formation of a company

For some years, the UK Government had been intending to reform UK Company Law.  This resulted in the Companies Act 2006 (“the 2006 Act”).

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Companies Act 2006 - LLPs

Subject to a limited number of exceptions the Companies Act 2006 applies to LLPs. 

The main exception relates to accounts.  The accounts and audit provisions of the Companies Act 2006 do not apply to LLPs.  LLPs are subject to separate regulations.

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Companies Act 2006 - Company Names

Provisions of the Companies Act 2006 regarding a company’s name come into force on 1st October 2009.

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Companies Act 2006 - Articles of Association

From 1st October 2009, the Articles of Association (“articles”) will form the main constitutional document of a company.

Please see the separate briefing note “Companies Act 2006: Memorandum of Association” for details regarding changes to the memorandum.

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Companies Act 2006 - Overseas Companies

Provisions of the Companies Act 2006 regarding overseas companies come into force on 1st October 2009.

If an overseas company sets up an establishment in the UK, it is under an obligation to register it. 

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Companies Act 2006 - Memorandum of Association

From 1st October 2009, the Memorandum of Association (“memorandum”) of a company will no longer form part of a company’s constitution.

The Companies Act 2006 (“2006 Act”) defines a company’s constitution as its Articles of Association and any resolutions and agreements that affect a company’s constitution.

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Companies Act 2006 - Objections to Company Names

Provisions of the Companies Act 2006 came into force on 1st October 2008, to enable any person (“the applicant”) to object to a company’s registered name on the grounds that:

  1. It is the same as a name associated with the applicant in which he has goodwill; or
  1. It is sufficiently similar to such a name that its use in the United Kingdom would be likely to mislead, by suggesting a connection between the company and the applicant.

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The Companies Act 2006 - Reduction of Capital

The Companies Act 1985 permits a limited company with a share capital to reduce its share capital in circumstances where creditors would not be adversely affected and provided that the company complies with the procedural requirements of the Act.

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