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英国公司法
The Companies
Act 2006
The Companies Act
2006
(c 46) is an
Act
of the
Parliament of the United
Kingdom
which forms the
primary source of
UK company
law
. It had the
distinction
of being the longest in British Parliamentary
history: with
1,300
sections
and
covering
nearly
700
pages,
and
containing
16
schedules
(The
list
of
contents
is
59
pages
long)
but
it
has
since
been
superseded,
in that respect,
by the
Corporation Tax Act
2009
.
The Act was brought
into force
in
stages, with the final
provision being
commenced on
1 October 2009. It superseded the
Companies Act 1985
.
The
Act
provides
a
comprehensive
code
of
company
law
for
the
United
Kingdom,
and
made
changes
to
almost
every
facet
of
the
law
in
relation
to
companies.
The
key provisions are:
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the Act codifies certain existing
common law
principles, such
as
those relating to
directors' duties
.
it implements the
European
Union's
Takeover
and Transparency
Obligations
Directives
.
it
introduces various new provisions for
private
and
public
companies
.
it applies a single company law regime
across the United Kingdom,
replacing
the
two
separate
(if
identical)
systems
for
Great
Britain
and Northern
Ireland.
it
otherwise
amends
or
restates
almost
all
of
the
Companies
Act
1985
[2]
to
varying degrees.
The Bill
for the Act was first introduced to Parliament as
Law Reform Bill
existing
statutes. Lobbying from directors and the legal
profession
ensured
that
the
Bill
was
changed
into
a
consolidating
Act
,
avoiding
the
need for cross-
referencing between numerous statutes.
The reception of the Act by the legal
professions in the United Kingdom
has
been slightly lukewarm. Concerns have been
expressed that too much
detail has been
inserted to seek to cover every
eventuality.
[3]
Whereas
a complete overhaul of company law was
promised, the Act seems to leave
much
of
the
existing
structure
in
place,
and
to
simplify
certain
aspects
only at the margins. In other areas, it
is said to have complicated and
obfuscated previously settled law and
may make doing business more
difficult
for those operating small companies.
Contents
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]
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1
Implementation
2
Directors
3 General
provisions
4 Private
companies
5 Public and
listed companies
6
Contents
7 See
also
8 Notes
9 References
10
External links
[
edit
]
Implementation
A small portion of the
Act came into effect on Royal Assent in November
2006. The first and second Commencement
Orders then brought further
provisions
into
force
in
January
2007
and
April
2007.
The
implementation
timetable for
the remainder of the Act was announced in February
2007,
by Margaret Hodge, Minister for
Industry and the Regions. The third and
fourth Commencement Orders brought a
further tranche of provisions into
force in October 2007, and the fifth,
sixth and seventh in April and
October
2008. The eighth commencement order, made in
November 2008,
brought
the
remainder
of
the
Act
into
force
with
effect
from
October
2009.
The
staggered timetable was intended to give companies
sufficient time
to
prepare
for
the
new
regime
under
the
Act,
rather
than
implementing
all
1,300 sections of the Act on one day.
Another
reason
for
the
staggered
implementation
is
that,
despite
the
Act's
size, a great many
sections provide for
subsidiary
legislation
to be
brought in
by Secretary of State, which has taken time to
draft.
Implementation of the Act is the
responsibility of the
Department for
Business, Innovation and
Skills
.
[
edit
] Directors
Main article:
Board of
directors
The Act replaced
and codified the principal common law and
equitable
duties of directors, but it
does not purport to provide an exhaustive
statement
of
their
duties,
and
so
it
is
likely
that
the
common
law
duties
survive in a reduced form. Traditional
common law notions of
corporate
benefit
have
been
swept
away,
and
the
new
emphasis
is
on
corporate
social
responsibility
. The seven
codified duties are as follows:
1.
S171
to act within their powers
-
to abide by the terms of the
company's
memorandum
and
articles
of
association
and
decisions
made
by
the
shareholders
;
2.
S172
to
promote
the
success
of
the
company
-
directors
must
continue
to
act
in
a
way
that
benefits
the
shareholders
as
a
whole,
but
there
is now an additional list of non-
exhaustive factors to which the
directors
must
have
regard.
This
was
one
of
the
most
controversial
aspects
of
the
new
legislation
at
the
drafting
stage.
These
factors
are:
1.
the long term
consequences of decisions
2.
the interests of
employees
3.
the
need
to
foster
the
company's
business
relationships
with
suppliers, customers
and others
4.
the
impact on the community and the
environment
5.
the desire to
maintain a reputation for high standards of
business conduct
6.
the need to
act fairly as between members
3.
S173
to exercise independent
judgment
- directors must not fetter
their
discretion
to
act,
other
than
pursuant
to
an
agreement
entered
into
by
the
company
or
in
a
way
authorised
by
the
company's
articles
4.
S174
to exercise reasonable care, skill and
diligence
- this must
be
exercised to the standard expected of
1.
someone with
the general knowledge, skill and experience
reasonably expected of a person
carrying out the functions
of the
director (the
objective
test) and also
2.
the
actual
knowledge,
skill
and
experience
of
that
particular
director (the
subjective
test)
5.
S175
to
avoid
conflicts
of
interest
-
methods
for
authorising
such
conflicts by either board or
shareholder approval are also to be
introduced
6.
S176
not to accept benefits
from third parties
7.
S177
to declare an interest in a proposed
transaction with the
company
-
there
are
to
be
carve
outs
for
matters
that
are
not
likely
to give rise to a
conflict of interest, or of which the directors
are already aware. There will be an
additional statutory
obligations to
declare interests in relation to existing
transactions.
Although
the
changes
to
directors'
duties
were
the
most
widely
publicised
(and controversial) feature of the
legislation, the Act also affects
directors in various other ways:
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S239
The
shareholders'
ability
to
ratify
any
conduct
of
a
director
(including
breach
of
duty,
negligence,
default
or
breach
of
trust)
is
regulated
by
the
statute,
although
S
239.7
leaves
the
door
open
for
common
law
principles,
previously
the
only
guide
on
this.
Under
the
Act,
directors
who
are
also
shareholders,
or
persons
connected
to them, are not
entitled to vote in relation to any ratification
resolution concerning their actions.
Existing
restrictions
on
companies
indemnifying
directors
against
certain liabilities were relaxed to
permit indemnities by group
companies
to directors of corporate
trustees
and
occupational
pension
schemes
.
SS261-3
The
Act
gave
shareholders
a
statutory
right
to
pursue
claims
against the directors for misfeasance
on behalf of a company (a
derivative
action
), although the shareholders need
the consent of
the court to proceed
with such a claim.
Certain transactions
between the company and its directors which
were
previously
prohibited
by
law
have
become
lawful
subject
to
the
approval of shareholders
(for example, loans from the company to
its directors)
The Act
requires
at least
one director on the board
of
the company
to be a natural person,
although corporate directors are still
permitted.
The
current
age
restriction
of
70
for
directors
of
public
companies
has
been
abolished.
A
new
minimum
age
of
16
has
been
introduced
for
all directors who are natural persons
(S157).
Directors will have the option
of providing
Companies House
with
an address for service, which will
in future enable their home
addresses
to be kept on a separate register to which access
will
be restricted.
[
edit
] General
provisions
The Act contains various
provisions which affect all companies
irrespective of their status:
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Company
formation
-
the
procedure
for
incorporating
companies
will
be modernised to
facilitate incorporation over the
Internet
. It
will
become
possible
for
a
single
person
to
form
a
public
company.
Constitutional
documents
-
a
company's
articles
of
association
will
become its main constitutional
document, and the company's
memorandum
will be treated
as part of its articles. New model
articles
for
private
companies
to
be
made
under
the
Act
are
intended
to
reflect better the way that small companies
operate, and will
replace
the
existing
Table
A
.
Existing
companies
will
be
permitted
to adopt the new model articles in
whole or in part.
Corporate
capacity
- under the new Act a
company's capacity will
be unlimited
unless its articles specifically provide
otherwise,
thus
greatly
reducing
the
applicability
of
the
ultra
vires
doctrine
to corporate law and removing the need
for an excessively long
objects clause
in the
Memorandum of
Association
.
Execution of
documents
- Formalities for execution
as a
deed
are
to
be further revised, so that a single director can
execute a
document as a deed on behalf
of the company by a simple signature
in
the presence of a witness.
Share
capital
-
the
requirement
for
an
authorised
share
capital
will
be abolished. Companies
will be able to redenominate their share
capital
from
one
currency
to
another
without
an
order
of
the
court.
Distributions in kind
- The
Act addresses the current uncertainty
in the law in relation to the transfer
of non-cash assets by a
company to a
shareholder, and whether this should be treated as
a
distribution.
[4]
Shareholder meetings
- The
Act enables shareholder meetings to be
held more quickly.
Special
resolutions
now require only 14 days'
notice unless proposed at an
AGM
.
Shareholder
communications
- The Act made it easier
for companies
to communicate
electronically (e.g. by email or by website) with
their shareholders by express agreement
(which agreement can be
obtained under
the articles, or by the shareholder failing to
indicate that they do not wish to
communicate via the website, as
well as
by more conventional methods).
Auditor's liability
-
auditors
are now permitted
to limit their
liability
for
claims in
negligence
, breach
of trust or breach of
duty so long as:
o
the
shareholders have approved the limitation in
advance.
o
the
court considers the limitation of liability to be
'fair
and reasonable'
[5]
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This
change
was
made
after
intensive
lobbying
by
the
accounting
profession
in the United
Kingdom.