Companies Act 2006 - implications for company secretaries

If you are a company secretary or a director involved in the company's administration, there are plenty of changes in the details of your work and the ways you communicate with the Registrar of Companies.  Here are some of the main points affecting secretaries of private companies.

When is it in force?

Unless otherwise stated, these provisions are all in force from 1 October 2009.

Do we still need a secretary?

No. The office of Secretary is optional for private companies (in force 6 April 2008). Of course the registers still have to be kept and returns made to the Registrar. With documents increasingly being filed electronically, we recommend emw law's secretarial service which provides 24 hour online access to your statutory registers - click here for more information

How has company formation changed?

New companies do not have a memorandum of association as we knew it.  Only the articles have continuing significance after incorporation. The old long-form objects clause has probably gone at last. Companies must have at least one 'natural person' director - many formations have previously used a company as the sole director of a shelf company.

Do the articles need changing?

New model articles replace Table A.  There are separate versions for private and public companies. Existing articles can continue in force but in time it may be wise to adapt or replace them.

Recommended action: review or replace articles now if you want to use electronic communications with shareholders, and around October 2009 for general consistency with the Act.

What is a Statement of Capital?

The company maintains a rolling Statement of Capital that it files with the Registrar each time there is a change. It has to set out all the rights attaching to each class of shares.

Recommended action: make sure you have a reconciled history of the share capital since incorporation. Consider using the emw law secretarial service to maintain the Statement of Capital - click here for more information

Can I file documents electronically and send notices by T3X7 message?

Many more documents can be filed electronically with the Registrar.

Companies can communicate with shareholders by email, through websites or even by text message. Changes to the articles may be needed - click here for more information

Are the registers still public?

Public inspection and copying of registers need not be allowed for 'improper purposes'.

Directors' private addresses can be kept off the public register.