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Companies Act
The Companies Act comprises of approximately 1,300 sections and introduces new legislation which reflects the changing business environment.
The Act provides for a single company law regime applying to the whole of the UK, so that companies will be UK companies rather than GB companies or Northern Ireland companies as at present. In Scotland, there are several areas where the Act deals with matters that are devolved.
Summary of the Act
| PART | SUMMARY |
|---|---|
| 1 to 7 | The fundamentals of what a company is, how it can be formed and what it can be called. |
| 8 to 12 | The members (shareholders) and officers (management) of a company |
| 13 and 14 | How companies may take decisions |
| 15 and 16 | The safeguards for ensuring that the officers of a company are accountable to its members |
| 17 to 25 | Raising share capital, capital maintenance and company charges |
| 26 to 28 | Company reconstructions, mergers and takeovers |
| 29 to 39 | The regulatory framework, application to companies not formed under the Companies Acts and other company law provisions |
| 40 to 42 | Overseas disqualification of directors, business names and statutory auditors |
| 43 | Transparency obligations |
| 44 to 47 | Miscellaneous and general |
A company's members
The Companies Act requires that all companies must keep a register of members
Accounting records
The Companies Act prescribes that every company must keep adequate accounting records
An auditor's rights to information
Auditors are appointed by the members and are accountable to them. As a result it is important that...
An historical record of the key changes
The Companies Act changes were introduced over almost three years. For the record, we include a...
Appointment of auditors
An auditor of a private company must be appointed for each financial year of the company, unless...
Appointment of directors
The legislation governing the appointment and removal of directors is contained in the Companies...
Changing the company name
The Companies Act permits a company to change its name. The provisions governing name change are...
Choosing a name for your company
A company name must not be offensive or suggest any connection with government or public authority...
Company secretary
A private company is not required to have a secretary, while a public company must have a secretary.
Director's transactions requiring members approval
Where a service contract is, or maybe, longer than two years. This is a complicated area of the Act...
Directors' report
One of the requirements of the Companies Act is that the approved accounts must include a directors...
Directors' service contracts
The company is required to keep directors' service contracts or any memorandum of terms at the...
Do you need an audit?
Recent changes mean that small and medium-sized businesses will now be able to obtain an audit...
Filing of accounts and late-filing penalties
Companies are automatically fined if accounts are not submitted on time. Accounts should normally...
Financial year
A company's financial year is determined by its accounting reference date in each calendar year.
General duties of directors
The general duties required of a director are set out in seven sections of the Companies Act.
Group accounts
The requirements of the Companies Act regarding the preparation of group accounts are based on the...
Loans to directors
The Companies Act permits a company to make a loan to a director. A loan or guarantee must be...
Records of directors' meetings
The Companies Act requires a company to keep records of its director's meetings. The responsibility...
Registered office
The registered office is the official address to which all communications and notices may be...
Related director agreements
Shares and share capital
Signing of accounts: directors and auditors
Subject to certain exemptions, a company that meets the small company criteria in respect of a...
Forming a limited company
The provisions relating to company formation are contained in Parts 1 to 7.
