October 2008

October 2008 saw a large section of the Companies Act 2006 being introduced.

  • Objection to Company Names – Companies can now object to the registration of a name if the company name has been registered for the following reasons-
    -To prevent another business from registering their own name. This is deemed to be opportunistic registration and a complaint can be made
    -For the purpose of making a profit from another business who may have a similar name
    In these circumstances any objections need to be made to the UK Intellectual Property Office
  • Display of company name - From October 2008 every active company (dormant companies are exempt) must display its company name at its registered office and its inspection place. Companies will also be required to display their name at any place where the company carries on business. However, if that place is primarily used for living accommodation (for example the director’s address) the company will be exempt.The company name must also be displayed in the company business correspondence and documents. This includes documents in hard copy, electronic or any other form. Therefore it is now a legal requirement to display the following information on company stationery, websites and email correspondence-
    Company Name
    Registration Number
    Place of registration
    Registered office address
  • Corporate directors – Every company must have at least one natural director appointed. For more information please read our corporate directors page.
  • Under-age directors – The new minimum age for a company director is 16. Previously a director could be appointed at any age.
  • Director’s conflicts of interest – These changes cover the duty of directors to avoid conflicts of interest, not to accept benefits from third parties and a duty to declare interest in proposed transactions or arrangements.
  • Share capital reduction through the solvency statement route –As an alternative to passing a special resolution and obtaining court approval, private companies will have the option of reducing the amount of their share capital by special resolution supported by a solvency statement made by the directors.  The resolution and solvency statement, a memorandum of capital, showing the alteration in the company’s share capital and an additional directors’ statement will have to be submitted to Companies House.
  • Control of political donations and expenditure, provisions relating to an independent candidate – Part 14 of the Act requires a company to be authorised by its members before it makes a political donation in excess of £5000 in one year to a political party, political organisation or an independent candidate (who is not a member of a political party but standing for election to public office).A company must also be authorised by its members before it incurs expenditure in respect of political activities such as advertising, promotion or otherwise supporting a political party, political organisation pr an independent candidate in an election.
  • Power of court to grant relief in certain cases – An officer of a company e.g. a director, or someone employed by the company such as an auditor, can apply to the court for relief from liability from negligence etc. The Court is able to grant relief in certain circumstances, if the person has acted honestly and reasonably.
  • Restoration for personal injury claims of companies dissolved prior to 16 November 1969 – Section 1295 of the 2006 Act, and Schedule 16 (repeals) Restoration to the register under the 2006 Act is contained in Chapter 3 of Part 31, which will be commenced with effect from 1 October 2009. Applications under Section 1030 may be made at any time for the purpose of bringing proceedings against a company for damages for personal injury. The 2006 Act does not restate the current bar on restoration of companies dissolved prior to 1969 (or 1971 in Northern Ireland).As the bar will not be retained, the Government take the view it would be desirable to remove it without waiting for the commencement of Part 31 of the 2006 Act in October 2009.  The relevant repeals are included in the Seventh Commencement Order, which took effect from 1 October 2008. The Seventh Commencement Order will commence section 1295 of the 2006 Act, and Schedule 16 (repeals), so far as relating to the repeals of the second sentence of section 141(4) of the Companies Act 1989 and of the second sentence of Article 75(4) of the Companies (No.2) (Northern Ireland) Order 1990.

    The current bar means that some ex-employees or their estates are unable to press claims for compensation in respect of personal injury or fatal accident, either against the employing company, its insurers or the Financial Services Compensation Scheme, simply because the company was dissolved prior to 1969 (or 1971 in Northern Ireland). Removing the bar may therefore enable such ex-employees or their estates to receive compensation which they are currently unable to obtain. This may be relevant in particular to sufferers of so-called long-tail diseases, such as mesothelioma.

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