Q. Where can I find the model Table A (arts of association) under the 2006 Act?

A. A draft of the proposed new model form articles for both a private company and a public company are now available as a draft regulation: The Companies (Model Articles) Regulation 2007.

The form is not yet finalised, and the DTI has asked for comments by 30 September 2007.

In the meantime, the DTI is proposing to amend Table A with effect from 1 October 2007, in light of the changes that will be introduced on that date. This form of Table A will apply to companies registered between 1 October 2007 and 30 September 2008.

Q: Under the Act how would a single officer company execute a deed?

A. The new execution provisions are in sections 43 to 47 of the Companies Act 2006, which come into force on 1 April 2008. A deed has to be "duly executed" by the company and delivered as a deed. "Duly executed" means executed in accordance with section 44 - so either:

• executed under the common seal; or
• signed by:
  • two authorised signatories ie directors or secretary (if the company has one); or
  • by a director in the presence of a witness who attests the signature.

So most single officer companies will either go the witness attestation route or use the seal, if they have one. If they use the seal route they will need to check the company's articles, as Table A reg 101 says that the seal must be signed by a director and secretary or by two directors unless the directors otherwise determine. So it may be necessary to pass a director's resolution to allow the seal to be affixed with the signature of just one director.

Q: What does it mean that the 2006 Company Act will be implemented in stages.

A. The Government has decided to bring into force different parts of the Act at different times. So some of the provisions are already in force, some will be introduced in October 2007, some in April 2008 and the remainder in October 2008. This is what is meant by the 2006 Act being implemented in stages. The government opted for implementation to allow for a smooth transition. For a detailed breakdown of which parts of the 2006 Act come into force when, please see the Commencement Table contained in the Companies Act 2006.

Q. I have read in various bulletins that under the new provisions for written resolutions, a copy of the resolution does not need to be sent to the auditors. Is this right?

A. A written resolution passed under the new provisions in the Companies Act 2006 will still need to be sent to auditors. It is easy to overlook this requirement because the clauses which deal with written resolutions are sections 288 to 300, whereas the requirement to send written resolutions to the auditors (and notices of meetings) is section 502.

Section 502 says that the auditor is entitled to receive any communications relating to the written resolution as are required to be supplied to the members under sections 288 to 300, and so the auditor would also need to be sent the accompanying statement which explains how the resolution is to be passed.

Q. I'm concerned about the requirement to appoint an individual to the board when the rules relating to corporate directors come into force, because all of my subsidiary companies have a sole corporate director. When will I have to make these appointments?

A. The prohibition on a sole corporate director holding office comes in on 1 October 2008, so you have over a year to put in place alternative arrangements.

There is also good news for sole corporate directors who were in office on 8 November 2006 – which is the date the Companies Act 2006 was approved by Parliament. The DTI has recently agreed to a grace period, so the rules which would require the appointment of a natural person either alongside or instead of these companies will not apply to them until 1 October 2010. The important date here is 8 November 2006 – if the sole corporate director was appointed after this date then the grace period does not apply.