Companies Act 2006 - 1 October 2007

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	Untitled Document 1 October 2007 Last minute changes to Oct implementation Late on Friday afternoon DBERR published further changes to Table A, which take effect today. As a result of these changes you will need to review your articles of association for companies formed on or after 1 October 2007. Customers of Oswalds are assured that the articles of association supplied with new company incorporations are fully up to date with these changes. If you need assistance with reviewing or updating articles of association please contact Alastair Drysdale on 0131 200 7135 or Alister Gillies on 0131 200 7124. Changes were also made last week to certain provisions of the Companies Acts 1985 and 2006. Changes to Table A The changes have been made so late in the day that the statutory instrument could not be available. Instead the following statement appeared late on Friday afternoon, hidden away on the 'regulations and commencement orders – made or before Parliament' page: "Further amendment to Tables A to F coming into force on 1 October 2007 On 27 September 2007 the Government made regulations making two amendments to the Table A regulations which come into force on 1 October 2007. These amendments correct inconsistencies between Table A and corresponding provisions of the Companies Act 2006 and are in addition to amendments made on 3 September (also coming into force on 1 October 2007) by the Companies (Tables A to F) (Amendment) Regulations 2007 (SI 2007/2541). The Regulations made on 27 September (the Companies (Tables A to F) (Amendment) (No. 2) Regulations 2007) (SI 2007/2826) amend the Companies (Tables A to F) Regulations 1985 and apply to a company registered on or after 1st October 2007 which adopts Table A as its Articles of Association. Regulation 50 of Table A is deleted as it conflicts with sections 281 and 282 of the Companies Act 2006. The effect of these sections of the 2006 Act, in force from 1 October 2007, is that a resolution cannot be passed by use of a casting vote by a chairman. Regulation 54 of Table A is amended to reflect the new rights for proxies to vote on a show of hands provided by sections 284(2)(b) and 324(1) of the 2006 Act. This regulation now reads: 54. Subject to any rights or restrictions attached to any shares, on a show of hands every member who (being an individual) is present in person or by proxy or (being a corporation) is present by a duly authorised representative or by proxy, unless the proxy (in either case) or the representative is himself a member entitled to vote, shall have one vote and on a poll every member shall have one vote for every share of which he is the holder. Once the regulations are laid before Parliament, a revised version of Table A will be available from the Companies House website. When the regulations are available on the OPSI website a link will be made available to the SI from the BERR website." Other changes A further statutory instrument was also published last week to correct other errors which have only recently been identified: The Companies Act 2006 (Commencement No. 4 and Commencement No. 3 (Amendment)) Order 2007 (SI 2007/2607). The Third Commencement Order had repealed and/or commenced some provisions with effect from 1 October 2007, which would have left a gap in the law. As a result, this commencement order reverses the repeal or commencement of the relevant sections. The affected provisions are: the sections which require elective and extraordinary resolutions to be filed at Companies House. These must still be filed. the sections in the Companies Act 1985 which give companies the power to provide for employees on cessation or transfer of a business will remain in force and the corresponding provisions in the Companies Act 2006 will not come into force until section 31 of the Companies Act 2006 comes into force.

			What's New!
	7 May 2008 New Statutory Instruments published for consultation. BERR has published a set of draft Statutory Instruments, all of which will come into force on 1 October 2008, for consultation. Read more 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

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