Today sees the final major implementation of the Companies Act 2006. Almost all sections of the Act not yet in force come into force today.
Key areas coming into force
The key areas of the 2006 Act which come into force today are:
company formation and re-registration;
constitution and corporate capacity (except as already in force on execution of documents);
company names (except as already in force on company names adjudicators);
membership and share capital (except as already in force for private companies on financial assistance and reductions of capital without a court order);
registers of directors and secretaries and service addresses;
dissolution and restoration to the Register;
Registrar of Companies.
Various statutory instruments relevant to these areas also come into force today.
The principal implementing statutory instrument is the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008. This is modified (in one or two minor respects only) by the Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009 and the Companies Act 2006 and Limited Liability Partnerships (Transitional Provisions and Savings) (Amendment) Regulations 2009. The Orders and Regulations are available on the OPSI website, which you can access from the following links: Eighth Commencement Order; Consequential Amendments Order; Amendment Regulations.
As well as bringing into force the relevant sections of the 2006 Act, the Eighth Commencement Order repeals those remaining sections of the Companies Act 1985 and other legislation which the 2006 Act now replaces. Transitional rules in Schedule 2 to the Eighth Commencement Order clarify which rules apply where something straddles the 1 October implementation date.
What is the status of the Companies Act 1985 and other companies legislation?
The 2006 Act now replaces almost all of the Companies Act 1985, the Companies Act 1989 and the Companies (Audit, Investigations and Community Enterprise) Act 2004. Of the company law provisions in these Acts, only those on investigations that go wider than companies (Part 14 of the 1985 Act) and those on community interest companies (Part 2 of the 2004 Act) remain. A small number of non-company law provisions in these pieces of legislation also remain. For example, those on financial markets and insolvency in Part 7 of the 1989 Act and those on supervision of accounts and reports in sections 14 and 15 of the 2004 Act.