英国公司法The Companies Act 2006

英国公司法The Companies Act 2006

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covering nearly 700 pages, and containing 16 schedules (The list of contents is 59 pages long) but it has since been superseded, in that respect, by the Corporation Tax Act 2009.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 It superseded the Companies Act 1985.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:

the Act codifies certain existing principles, such as those relating to directors' duties. it implements the and Transparency Obligations Directives. it introduces various new provisions for and 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 to varying degrees.[2]

The Bill for the Act was first introduced to Parliament as "the Company Law Reform Bill" and was intended to make wide-ranging amendments to 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

英国公司法The Companies Act 2006

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.

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[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.

英国公司法The Companies Act 2006

[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

英国公司法The Companies Act 2006

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