Companies Act 2006: Update
Corporate finance training
Corporate finance training programmes
Companies Act 2006: shares and share capital
Companies Act 2006: company formation and administration
Companies Act 2006: directors

Financial assistance

Companies Act 2006: articles of association

An explanation of course levels:

• Introductory: for those new to the subject.

• Intermediate: for delegates with some prior knowledge of the subject.

• Advanced: for delegates with substantial knowledge of the subject.

• Update: for delegates with or without prior knowledge of the subject.

Contact us for more information.

...unlocking potential

Companies Act 2006

Companies Act 2006: Update

The Companies Act 2006 is now fully in force and has made major changes to company law. This course provides an overview of the more significant changes and their practical implications.

CPD: 6 hours

Level: updating

OBJECTIVES

This is an updating course covering the significant changes to company law made by the Companies Act 2006.

Now that the Companies Act 2006 is fully in force practitioners need to be up to speed on what has changed. In particular the transitional provisions continue to be relevant to all companies formed under previous Companies Acts and present a trap for the unwary. This course concentrates on the action which is needed as a result of the latest changes, including updating articles of association.

The course includes consideration of the consequences of the abolition of authorised share capital, the transitional provisions in relation to allotment authorities, the new reduction of capital process for private companies, the new Model Articles and the removal of the financial assistance prohibition for private companies.

COURSE OUTLINE

Part 1. Constitution of companies

• The new process for company formation.
• Company names.
• Abolition of the objects clause and the new Model Articles.
• New provisions for entrenching rights in the articles.

Part 2. Shares and maintenance of capital

• Abolition of authorised share capital.
• Changes to the law on allotment of shares and pre-emption rights on issue of shares.
• Alteration of share capital (including the power to redenominate shares) and variation of class rights.
• Abolition of financial assistance for private companies.
• A new procedure for reductions of capital.
• Intra-group transfers and Aveling Barford.

Part 3. A company and its directors

• The new statutory statement of directors’ duties.
• Conflicts of interest and disclosure of directors’ interests.
• Consequences of breach of duty, including the new provisions for derivative claims by shareholders.
• Ratification by the shareholders of breach of duty.
• Eligibility and numbers of directors.
• Changes to public information disclosure requirements for directors.
• Substantial property transactions.
• Loans and quasi loans.
• Directors’ service contracts and payments for loss of office.

Part 4. Accounts and Auditors

• Financial reporting and annual reports for listed companies.
• Liability of the company and directors for financial information provided to investors.
• Limitation of liability for the audit.
• Auditors’ duties and new criminal offences.
• EU Statutory Audit Directive.

Part 5. Shareholder rights

• Electronic communications.
• Voting, powers of proxies and polls.
• Rights of beneficial holders to exercise rights.
• Political donations.
• Dematerialisation of shares.
• Notice of meetings.

Part 6. Private companies

• Deregulation for private companies including abolition of the requirement to have a company secretary and hold AGMs.
• Changes to the written resolution procedure.
• Notice of meetings.