The Companies Act 2006 reached the statute books in November 2006. The following is a brief practical overview of the key changes to company law that the Act will make and, in some cases, has already made, with an indication of when those changes have, or will have, taken place. The "in force" dates appear in the right hand margin next to each provision (where known).
Although the Act covers the whole of the UK, this summary will focus on companies limited by shares and incorporated in England and Wales.
The Act is the largest UK statute ever. It has 1300 sections and 16 schedules; just the index is 59 pages! When fully in force, it will comprehensively contain most of the substance of UK company legislation, comprising, not only reforming provisions, but also existing provisions of company legislation "restated" into more up-to-date language. The government has acknowledged that the "restated" provisions are expressed differently, but has said that they are not intended to make substantive changes to the current law, other than where it is necessary to ensure compatibility with the rest of the Act and EU law.
Implementation timetable and what further provisions are awaited
We have given an overview of the dates of the changes in the schedule to these notes. A few provisions came into force on the date the Act was passed – 8 November 2006. Other changes took place on 1 January 2007, 20 January 2007 and then 6 April 2007.
In February 2007, the government announced the timetable for the other provisions coming into force on 1 October 2007, 6 April 2008 and 1 October 2008, by which time the whole of the Act will have been implemented. At the same time, it also indicated how the Act will be applied to existing companies in certain respects.
On 7 November, the government announced that it had decided to delay final implementation of the Companies Act 2006 until October 2009, in the light of advice from the Register of Companies that he cannot be absolutely confident of implementing the necessary changes to Companies House systems and processes by October 2008. On 13 December 2007 the final implementation timetable for the Companies Act 2006 was announced.
We are still waiting to see the regulations setting out how the new law will apply to existing companies and other details that the Act designates for secondary legislation. The government has begun its consultations on these and has indicated that they will be finalised (hopefully by the end of 2007) in time for the business community to prepare for them coming into force.
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