The Companies Act 2006 - Other Q&A

Q. Will CH hold seminars regarding the new Act?
A. Companies House are currently joining up with other organisations and providing speakers at various events across the country. In the future the plans are for Companies House to hold their own seminars in the 6 months prior to the main implementation in October 2009.

Q. Branch registrations are currently very complicated, will these be made easier?
A. This is being addressed in the consultation document available on the Department for Business, Enterprise and Regulatory Reform website, please use it to feed in your comments.

Q. Will there also be a model set of articles for companies that are limited by guarantee?
A. Yes.

Q. Will we still have to file a share contract with 88(2)?
A. This has yet to be decided within the secondary legislation. But when it is agreed the website will be updated.

Q. What is the definition of Table A and Model Articles, as there is a lot of confusion whether these are the same of different?
A. The Table A contains model articles of association that companies may adopt if they wish to. From October 2009 the Table A will be replaced by 3 sets of model articles (private company limited by shares, private company limited by guarantee and public company).

Q. When will the new Table A be introduced?
A. 1st October 2007

Q. Will Table A be available on the Companies House website?
A. Yes, the latest version on Table A will be made available on the Companies House website as soon as available?

Q. Will there be any additional penalties levied under the new Act?
A. Where a company amends its articles of association, a copy of the amended articles must be sent to Companies House within 15 days. Failure to comply is a criminal offence.

The Companies Act 2006 introduces a new civil penalty of £200 for failure to comply. The civil penalty will only trigger if a company receives notice from the Registrar requiring it to deliver a copy of its amended articles and it does not comply within 28 days. The company would remain liable to criminal proceedings in addition to the £200 civil penalty.

To avoid the civil penalty, a company must simply deliver a copy of its amended articles within 28 days of the notice. If it does, it will not only avoid the civil penalty but no criminal proceedings can then be brought in relation to the original default.

Unlike the existing late-filing penalty for accounts, the new penalty will be levied when a company fails to respond to the Registrar's notice. It is not linked to the late delivery of the articles.

The Registrar will not retain the money collected from the new civil penalty; it will be paid into the Consolidated Fund as is the case with the existing late-filing penalty.

Q. Did section 809 (2) take effect on 20 January 2007, i.e. the company has to give notice to the Registrar of Companies where the register kept under section 808 (the information disclosed under section 793) is kept available for inspection, and of any change in that place?
A. Section 809 of the Companies Act 2006 did come into force on 20 January 2007. However, under section 809(1)(b) the place specified other than the registered office has yet to be defined by the regulations under section 1136. Until these regulations are made the register may only be kept at the registered office of the company, therefore no notification would be required by the Registrar.

Q. Can you confirm that following the Companies Act 2006 share certificates in UK private companies no longer have to be given under the company seal i.e. share certificates no longer need to be stamped with a company seal?
A. The Companies Act 2006 restates the provisions in the Companies Act 1985 as regards a company seal and share certificates. This means the company can execute documents, as currently, either by using its company seal or by the document being signed by two authorised signatories, e.g. two directors, a director and a secretary, or a director in the presence of a witness.

Q. If I purchase Memorandum and Articles from a legal stationer before 1st October 2007 to incorporate a company after this date, would they still be accepted for filing?
A. They would be accepted for incorporating a company, but as the new Table A will be implemented on the 1st October 2007 some of the articles will no longer apply.

Q. Are there any plans that NHS Foundation Trusts and Public Benefit Corporations will fall under the remit of Companies House in the future?
A. There are no plans to incorporate these types of companies into the Companies Act 2006.

Q. Does the Companies Act 2006 introduce any changes to minimum share capital for private companies?
A. The 2006 Act has not introduced any changes to the minimum share capital that a private limited company must have. However, there will be changes to the law with regard to public limited companies. A public company will be able to have its authorised minimum capital as either £50,000, as at present, or as 75,000 euros, but not as a combination of the two.

Q. In the Companies Act 2006 Act is there a duty to inform the Registrar of amendments to the Memorandum of association?
A. Under the 2006 Act the Memorandum of Association is a static document that will be completed with the subscriber's details. It will state that they wish to form a company, agree to become members and will take at least one share, if the company is limited by shares. Each subscriber will also authenticate the Memorandum.

Due to the content of this information there will no longer be a need to update the Memorandum. However, companies will still need to file updated Articles whenever a change is made to their constitution.

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