The provisions of the Companies Act 2006 have been brought into force in stages and the remaining changes will come into force on 1 October 2009.
Changes to the Memorandum & Articles of Association have been described in our previous article ‘Companies Act 2006 – impact on company’s constitutional documents’. The remaining new provisions are as follows:
Register of directors and secretaries
From 1 October companies will be required to maintain two separate registers of directors’ addresses. The newly introduced ‘register of directors’ need not show a director’s usual residential address but will instead show a service address, eg. the company’s registered office, the director’s home address or any other address at which legal documents and official notices may be served on the director. This register will be available for public inspection.
The ‘register of directors’ home addresses’ will be kept separately from the register of service addresses and will only be disclosed to some public authorities and credit reference agencies. Directors who feel they are at risk of intimidation or violence are able to apply to the Registrar to prevent their home addresses from being disclosed to credit reference agencies.
Authorised share capital
Companies incorporated after 1 October 2009 will no longer have authorised share capital, but must complete a ‘statement of capital and initial shareholdings’ as part of the incorporation process. The statement of capital gives details of a limited company’s issued share capital at a particular time. A different statement is required for companies limited by guarantee, which do not have a share capital.
Company’s capacity and related matters
From 1 October 2009 it will not be possible to call into question the validity of an act done by a company on grounds of lack of capacity in the company’s articles, and a person dealing with the company will not be bound to check on the powers of the directors to bind the company.
Public inspection of register of members
A person wanting to inspect the company’s register of members will have to give reasons, and access can be refused if the company can persuade a court that the request is not being made for a ‘proper purpose’.