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Bevan Brittan

Implementation overview

April 2007

8 November 2006: The Act received royal assent and certain provisions of the Act commenced including:
 

  Part 43 which inserts provisions into Part 6 of the Financial Services and Markets Act 2000 (the “FSMA”) and includes:
 
    a) the implementation of the Transparency Directive into Part 6; and
 
    b) the insertion of additional provisions into FSMA to give the FSA the power to make corporate governance rules (new section 89), deal with liability for false or misleading statements in financial reports (new section 90A) and deal with the exercise of the FSA’s powers following a breach of the prospectus or the transparency rules (new section 100A)

1 January 2007: The Companies Act 2006 (Commencement No. 1, Transitional Provisions and Savings) Order 2006 (the “Order”) brought into force various provisions including sections detailing:

  that all documents which are listed in section 1078 of the Act, which include a company’s constitutional documents, notice of change of name and accounts and reports, can be filed electronically with the Companies Registrar;
 
  the inspection of the Companies House register such as who is allowed to make such inspection, which documents are not available for public inspection, and obtaining copies of material on the register; and
 
  that the Registrar of Companies can provide copy documents electronically
 

20 January 2007: The Order brought into force further provisions including clauses detailing:
 
  a company’s communications with its shareholders and others – for example a company can now provide notice of a general meeting in hard copy form, by electronic means or on its website;
 
  a public company's right to investigate who has an interest in its shares; and
 
  the statutory basis for directors' liabilities to compensate the company for any loss suffered to it as a result of omissions or untrue/misleading statements in reports.
 

April 2007: The Order will bring into force further provisions regarding the charging of fees by Companies House, the disclosure of information under the Enterprise Act 2002 and certain repeals.

It is intended that all parts of the Act will have come into force by October 2008.


Tables of destinations and origins

The DTI have issued a table of destinations (of provisions from the Companies Act 1985 into the Companies Act 2006) and a table of origins (of provisions in the Companies Act 2006 from the Companies Act 1985). Both of these tables are available via the following links:

www.opsi.gov.uk/acts/en2006/ukpgaen_20060046_Destinations_en.pdf

www.opsi.gov.uk/acts/en2006/ukpgaen_20060046_Origins_en.pdf


DTI Consultation

In August 2006, the DTI published responses to its consultation exercise - Companies Bill: Paper seeking views on the application of the Companies Bill to existing companies, and this can be found on the DTI's website:- www.dti.gov.uk/files/file36130.doc. As a result of this consultation, the DTI intends to publish guidance to help existing companies utilise the new freedoms which the Act allows. In February 2007, the DTI is further consulting on detailed implementation plans for the Act, policy issues related to secondary legislation and further transitional issues.

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David Burbridge
Associate solicitor
david.burbridge@bevanbrittan.com



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This update is intended to give general information about legal topics and is not intended to apply to specific circumstances. Its contents should not, therefore, be regarded as constituting legal advice and should not be relied on as such. In relation to any particular problem that you may have you are advised to seek specific legal advice.

Bevan Brittan LLP is a limited liability partnership registered in England and Wales: Number OC309219. Registered office: Kings Orchard, 1 Queen Street, Bristol, BS2 0HQ. A list of members is available from our principal offices. Offices in London, Bristol and Birmingham. Regulated by the Solicitors Regulation Authority. Any reference to a partner in relation to Bevan Brittan LLP means a member, consultant or employee of Bevan Brittan LLP.


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