Companies Act Fifth commencement order issued

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	2008 Implementation of Companies Act 2006 The Fifth Commencement Order, and the following statutory instruments (SIs), were made on 17 December 2007: The Statutory Auditors and Third Country Auditors Regulations 2007 The Independent Supervisor Appointment Order 2007 The Companies (Fees for Inspection and copying of Company Records) (No.2) Regulations 2007. The Fifth Commencement Order deals with the provisions coming into force in both April 2008 and October 2008. It also makes some important amendments to the October 2007 implementation of the Act, as follows: Chairman’s casting vote Sections 281 and 282 of the Act have the effect of making void a resolution passed at a company meeting by use of a casting vote of the chairman. The Fifth Commencement Order includes a saving provision for the chairman’s casting vote to allow those companies who had such a provision in their articles prior to 1 October 2007 to continue with it. The saving also allows companies who have removed such a provision since 1 October 2007 to revert to it, should they wish to do so. This saving provision comes into force on 14 January 2008. The saving provision does not refer to a company formed after 1 October 2007 which contained no such provision in its articles. Such a company would therefore need to add an new article, drafted in a way which is not inconsistent with sections 281 and 282 of the Act, to give its chairman a casting vote. Jordans can assist with this. Contact Helen Goose for more information. Elective resolutions not to hold AGMs The 2006 Act ends the requirement for private companies to have Annual General Meetings. The Third Commencement Order contained a transitional provision to ensure that any private company whose articles expressly required an AGM should still need to hold them. The Fifth Commencement Order contains an amendment to the Third Commencement Order so that companies which had previously chosen, by means of an elective resolution, to dispense with AGMs are relieved of the need to hold AGMs, even if their articles require them to hold an AGM. This is good news for companies with 1948 Table A who have passed an elective resolution dispensing with the need to hold AGMs, as they will not need to amend their articles to remove the requirement to hold an AGM. This saving provision comes into force on 31 December 2007. Table A The Government has decided that there is no conflict between Tables A to F of the Companies Act 1985 and provisions of the Companies Act 2006 that are being commenced with effect from 6 April 2008. There will therefore be no amendment of these Tables in April 2008.

			What's New!
	28 March 2008 From 6 April 2008 private companies no longer need to appoint a company secretary Read more 20 March 2008 SIs for April 2008 implementation issued. Read more 17 December 2007 Fifth Commencement Order published. Read more 13 December 2007 Final commencement timetable announced. Read more 6 December 2007 Abolition of casting vote – more changes to come? Read more

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