| General
introductory provisions, company formation and constitution |
Part 1 and 2
ss 1-16
|
The memorandum
of association will be a document of historical status only showing
membership of the company at formation. Objects (if any) will be
included in the articles. It will still be possible to entrench
certain articles. The requirement for authorised share capital will
also be abolished and a statement of capital and initial
shareholdings will need to be delivered to the Registrar on
application for registration of a new company |
| Company
constitution |
Part 3
ss 17-38
|
Confirms that
the constitution of a company will be contractually binding on the
company and its members. The constitution includes the articles
(and the memorandum of association for existing companies) and
certain resolutions and agreements |
| Company capacity
and related matters |
Part 4
ss 39-52
|
Contains rules
governing execution of documents |
| Company's
name |
Part 5
ss 53-85
|
Companies will
also be able to provide in the articles for a procedure for change
of name. See also 1.10.2008 changes |
| Registered
office |
Part 6
ss 86-88
|
Includes
requirements to maintain a registered office |
| Re-registration
in order to change company status |
Part 7
ss 89-111
|
Includes
procedure to change status of company by re-registering including
new power for a public company to re-register as an unlimited
private company without first registering as a private limited
company |
| Company's
members |
Part 8
ss 112-144
|
Provides that
subscribers are members even if not on register and includes new
rules regarding requests to inspect register. The period of time
for past members to remain on the register will be reduced to ten
years and time limit for claims for entries in the register will
also be reduced to ten years |
| Directors |
Part 10
ss 162 – 167 and 240 - 247 (but see 1.10.2007 changes)
|
Directors will
be able to use service addresses - a register of residential
addresses must be kept but this will no longer be publicly
available |
| Share
capital |
Part 17
ss 540-657
(but see 1.10.2008 changes)
|
Contains rules
on changes to share capital. These must be notified to the
registrar by filing a new statement of capital. Alteration of share
capital of a limited company must take place in accordance with
procedure in Parts 17 and 18. These provisions also include a new
procedure for redenomination of share capital |
| Acquisition of
own shares by limited company |
Part 18
ss 658-737
|
Contains
prohibition on a public company giving financial assistance for the
purchase of its shares and rules on purchase of own shares |
| Annual
return |
Part 24
ss 854-859
|
Contains rules
on filing and contents of the annual return |
| Company
charges |
Part 25
ss 860-894
|
Contains rules
on maintaining the register of charges no significant changes
although Secretary of State has power to make new information
sharing regulations |
| Dissolution and
restoration to the register |
Part 31
ss 1000-1034
|
New
administrative procedures for restoring a company to the
register |
| UK companies not
formed under the Companies Acts |
Part 33
ss 1040-1043
|
New
regulation-making powers for the Secretary of State regarding
registration and reporting requirements for overseas companies |
| Overseas
companies |
Part 34
ss 1044-1059
|
See Part 33
above |
| The Registrar of
Companies |
Part 35
ss 1060-1120
|
Contains core
functions of the Registrar |
| Business
names |
Part 41
ss 1192-1208
|
Contains rules
on the use of business names |