UK: Companies House - issue 71 of Register published

Issue 71 (October 2009) of Register, the Companies House magazine, has been published: see here (pdf). It includes a short article titled "Companies and the Law" in which Professor Brenda Hannigan writes on the rectification and construction of the articles of association as well as the changes introduced by the Companies Act (2006) with regard to the memorandum and articles. 

UK: England and Wales: the RTM Companies (Model Articles) (England) Regulations 2009

The RTM Companies (Model Articles) (England) Regulations 2009 were laid before Parliament yesterday and come into force on 9 November 2009. A copy of the Regulations is available on OPSI: see here (html) and here (pdf). In the accompanying explanatory memorandum (pdf) the following background information is provided: 

The Commonhold and Leasehold Reform Act 2002 s 73 and s 74 provided for the establishment of RTM [right to manage] companies. These are private companies limited by guarantee enabling long leaseholders in blocks of flats to take over the management of their building irrespective of any fault on the part of their landlord. Leaseholders must form a company to exercise the management functions.

The [Companies] 2006 Act introduced changes to the required constitutional documents of companies. It abolished the requirement for companies to have a separate memorandum of association and for companies to specify their objects. Objects formerly set out the purpose for which the company was created. It has been decided to keep objects for RTM companies as they should be restricted to RTM functions only.

All RTM companies are private companies limited by guarantee. Their memorandum and articles are currently prescribed by the RTM Companies (Memorandum and Articles of Association) (England) Regulations 2003 (SI 2003/2120.) The new regulations revoke this instrument, subject to transitional provisions which enable RTM companies incorporated before 9 November 2009 to use the old articles until 30 September 2010. Such companies are free to adopt the new articles before this date if they choose".

UK: the Companies Act (2006) final implementation

In March 1998 the Department for Trade and Industry published Modern Company Law for a Competitive Economy, the consultation paper which launched the reform of company law which culminated today in the final implementation of the Companies Act (2006). 

Whilst much of the 2006 Act has already been implemented, the provisions coming into force today include, inter alia, those concerning company formation, capacity and name; the company's constitution; company members and share capital; the annual return and company charges. For a general overview, see the implementation timetable published by the Department for Business, Innovation and Skills. Specific guidance has recently been published by DBIS concerning the changes to constitutional documents and the model articles. Further information is also available in the FAQ section of the DBIS website. 

Reflecting the final implementation of the 2006 Act, a revised edition of the Takeover Code code comes force today. Changes have also been made to the FSA Handbook. Certain provisions of earlier Acts - including the Companies Act (1985) and Companies Act (1989) - remain in force: see here for an overview.