Q&A - Written Statement and Timetable

Which provisions will be commenced in April 2008?

The following provisions will be commenced with effect from 6 April 2008:

• Section 44 (Execution of documents).
• Sections 121 and 128 (Register of members: removal of entries belonging to former members).
• Part 12 (Company secretaries), other than section 270(3)(b)(ii) and sections 275 to 279.
• Part 15 (Accounts and reports), other than sections 417 and 463.
• Part 16 (Audit), other than sections 485 to 488.
• Part 19 (Debentures).
• Part 20 (Private and public companies).
• Part 21 (Certification and transfer of securities).
• Sections 811(4), 812 and 814 (Inspection of register of interests in a company’s shares).
• Part 23 (Distributions).
• Part 26 (Arrangements and reconstructions).
• Part 27 (Mergers and divisions of public companies).
• Section 1172 (References to requirements of this Act).
• Part 42 (Statutory auditors).
• Section 1282 (Payment of expenses of winding up).

A separate Commencement Order is planned to commence section 1175 (Removal of Special provisions about accounts and audit of charitable companies) for Great Britain (but not for Northern Ireland) with effect from 1 April 2008.

Further details can be found in the table of commencement dates.

Which provisions will be commenced in October 2008?

The following provisions will be commenced with effect from 1 October 2008:

• Sections 69 to 74 (Objection to company names).
• Sections 82 to 85 (Trading disclosures).
• Sections 155 to 159 (Provisions relating to corporate directors and under-age directors).
• Sections 175 to 177, 180(1), (2)(in part) & (4)(b), & 181(2) & (3) (General duties of directors in respect of conflicts of interest).
• Sections 182 to 187 (Declaration by a director of an interest in an existing transaction or arrangement).
• Control of political donations and expenditure: provisions relating to independent election candidates.
• Sections 544, 641(1)(a) & (2)-(6), 642, 643, 652 & 654 (Share capital provisions, mostly introducing the new solvency statement procedure for capital reduction for private companies).
• Section 1157 (Power of court to grant relief in certain cases).
• Sections 1277 to 1280 (Information as to exercise of voting rights by institutional investors).

The commencement order will also repeal the restrictions under the Companies Act 1985 on financial assistance for acquisition of shares in private companies, including the "whitewash" procedure.

Q. Which provisions will be commenced in October 2009?

The following provisions will be commenced with effect from 1 October 2009:

• Part 1 (General introductory provisions) (most);
• Part 2 (Company formation);
• Part 3 (A company’s constitution) (most);
• Part 4 (A company’s capacity and related matters) (most);
• Part 5 (A company’s name) (most);
• Part 6 (A company’s registered office);
• Part 7 (Re-registration as a means of altering a company’s status);
• Part 8 (A company’s members) (most);
• Part 10 (register of directors and directors' residential addresses);
• Part 12 (register of secretaries);
• Part 17 (A company’s share capital) (most);
• Part 18 (Acquisition by limited company of its own shares);
• Part 24 (A company’s annual return);
• Part 25 (Company charges);
• Part 31 (Dissolution and restoration to the register);
• Part 33 (UK companies not formed under the Companies Acts) (most);
• Part 34 (Overseas companies);
• Part 35 (The registrar of companies) (most);
• Part 37 (company records, service addresses, independent valuation);
• Part 40 (Company directors: foreign disqualification);
• Part 41 (Business names).

Further details can be found in the table of commencement dates.

Q. Why has the commencement date of some provisions been brought forward to April 2008 (sections 121 and 128, and sections 811(4), 812 and 814)?

A. The Government has decided in the light of comments from key stakeholders that these provisions - which relate respectively to the removal of entries relating to former members from the register of members, and to inspection of the register of interests in a company’s shares - should be commenced with effect from 6 April 2008.

Q. When will we have sight of the commencement orders for provisions to be commenced in 2008 and 2009?

A. As the Written Statement explains, the Government aims to lay in draft before Christmas a commencement order in respect of all provisions to be commenced in 2008, other than those relating to capital reduction supported by a solvency statement. These capital reduction provisions (including section 654 on distributions of reserves arising from a capital reduction) will be commenced through a separate commencement order to be laid in draft in 2008.

There will also be a separate commencement order in 2008 to bring into force the repeal of provisions in the 1985 Act relating to the audit of small charitable company accounts.

There will be a separate commencement order in respect of provisions to be commenced in 2009. We intend to publish this on our website in draft in late spring 2008.

Q. What is happening on directors’ conflicts of interests duties?

A. Most of the duties in the new statutory statement of directors’ duties were commenced in October 2007.

Some businesses had asked for more time before the conflicts of interests duties were commenced, so that they could make any appropriate adjustments to their articles.

The Government accordingly announced in February 2007 that the conflicts duties will be commenced in October 2008, and that remains the case.

Q. When will BERR publish draft procedural rules in respect of adjudication over companies’ names?

A. BERR will consult further in early 2008 on the revised draft Company Names Adjudicator Rules, taking account of comments made on the previous draft. The revised draft will include the fees.

Q. Where can I find more detail on those sections to be commenced in April and October 2008?

A. Please refer to BERR faq’s at:

www.berr.gov.uk/bbf/co-act-2006/faq%20Act%202006/page38139.html