Provisions affecting the following areas came into effect on 6th April 2008:

 

·        Company secretaries

·        Execution of documents

·        Accounts

·        Share transfers

Company secretaries: Private company not required to have a secretary (s270)
As April 6^th 2008 a private company is not required by law to have a secretary. If there is no secretary, anything previously done by the secretary may be done by any director or authorised person.

 

Documents
Under the old law, a document could be executed by:

·        a director;

·        secretary;

·        or any two directors

As a private company may now not have a secretary, and may have only one director, this has been amended. Section 44 of the new Act enables a document to be executed by any two authorised signatories (directors or secretaries) or by a single director whose signature is attested by a witness.

 

Company accounts
Part 15 of the 2006 Act replace Part 7 of the 1985 Act. The main changes are:

·        A reduction in the time limit for private companies to file their accounts from ten to nine months after the company’s year end (s442)

·        A reduction in the time limit for public companies to lay full financial statements before the company in general meeting and file them from 7 months to 6 months after the year end (s442)

·        New requirements for quoted companies to publish their annual accounts and reports on a website (s430).

 

Share transfers
Section 771 is a new provision that applies when a share transfer is refused by the company. Many private companies have a restriction on share transfers in the following terms:

The directors may, in their absolute discretion decline to register the transfer of a share, whether or not it is a fully paid share.

When a transfer of shares in or debentures of a company has been lodged with the company, the company must either register the transfer, or give the transferee notice of refusal to register the transfer, together with its reasons for the refusal, as soon as practicable and in any event within two months after the date on which the transfer is lodged with it.

If the company refuses to register the transfer, it must provide the transferee with further information about the reasons for the refusal. This does not include copies of minutes of meetings of directors.

This section does not apply in relation to a transfer of shares if the company has issued a share warrant in respect of the shares or in relation to the transmission of shares or debentures by operation of law.

Accordingly, you may need to amend and ensure your company documents are up to date. You can find all Net Lawman company documents here, including the new share transfer form.

This entry was posted on Friday, September 19th, 2008 at 9:58 am and is filed under Company law. You can follow any responses to this entry through the RSS 2.0 feed. You can leave a response, or trackback from your own site.