New Legislation - Existing & Forthcoming New Provisions to The Companies Act

Significant changes to the Companies Act will come into force in October this year.

• Provisions relating to authorised and nominal share capital will be abolished, and existing companies will be able to remove pre-existing references to authorised share capital, and allot shares above that ceiling.
• The Memorandum of Association will no longer set out the objects of the company. Existing companies will be able to amend their Memorandum to change or remove this provision, and objects will be unrestricted for new companies.

Most importantly here: companies intending to register a similar name to existing companies will need the consent of those companies before being allowed to register the name.

A number of provisions have already come into force:

• It is no longer a requirement for private companies to hold Annual General Meetings.
• Extraordinary Resolutions have been abolished.
• The notice period for all meetings is now 14 days.
• Annual Returns for private companies need no longer give details of shareholders’ addresses.
• The period for filing accounts has been reduced to nine months from the year end for private companies, and six months from the year end for public companies.

Most importantly here: Directors have a duty to avoid conflicts of interest, and Directors’ duties are set out in statute for the first time. Duties include promoting the success of the company and considering the interests of stakeholders as well as shareholders.