THE COMPANIES ACT 2006
Constitutional Documents & Procedures
Key Areas A Company Should Review
The Companies Act 2006 has introduced substantial changes that will affect all companies. By October 2009 all provisions of the Act will be in force.
Companies ought to be carrying out a general review to identify areas that might be affected by the Act. The following summarises what needs to be done so that you can make the Act work to your best advantage.
Understand the Act
- Acquaint yourself with the changes
- Identify the opportunities and dangers in relation to your own company
Memorandum and Articles of Association
- Fully review to decide if they need to be updated
- Consider how the Act may help or hinder
- Decide on the changes to be made
- Consider timing of the changes
- Consider what needs to be said to shareholders
Directors
- Review procedures and policies and related documents
- Revise training programmes and arrange new training as necessary
- Establish procedures to authorise directors’ other directorships
- Review procedures for notification of interests and declaring gifts and benefits
- Directors to review ‘connected persons’
- Review indemnity, insurance and funding arrangements
- Check that at least one natural person is a director
- Consider extra protection available for home addresses and implications for statutory register entries
Shareholders
- Set up procedures for dealing with any litigation
- Consider any information that should be passed to shareholders regarding changes and draft as appropriate
- Review all documentation to shareholders to take account of changes such as proxy rights
- Instruct relevant personnel on new information rights
AGMs
- Check whether articles require an AGM
- If required, implement new general meeting procedures
Accounts and reports
- Implement changes to disclosures on directors’ interests in shares
- Review timing of publication and filing
Existing agreements
- Review for references to matters that are being changed/abolished
Administration
- Review company secretarial arrangements
- Implement changes to statutory registers
- Check that all required information is on the website
- Establish a response plan for requests to inspect the shareholders’ register
Contact
For further information, please contact:
Colin Sels or Rebecca Patrickson
Commercial Group
Tel: +44 (0)20 7242 0422
colinsels@cumberlandellis.com
rebeccapatrickson@cumberlandellis.com
