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Companies House revised guidance booklets PDF Print E-mail
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Written by Calum Haswell   
Thursday, 11 March 2010

Companies House has published updated guidance booklets for the use of company secretaries, directors and advisers.  GP4 - Strike Off, Dissolution and Restoration and GPLLP3 - Limited Liability Partnership Strike Off, Dissolution and Restoration are available on the Companies House website (html).

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Corporation Tax Act 2010 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 11 March 2010

Corporation Tax Act 2010 has now been published on LexisLibrary (subscription required) and OPSI .

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ICSA review of Higgs Guidance (Combined Code) PDF Print E-mail
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Written by Calum Haswell   
Thursday, 11 March 2010
The Financial Reporting Council (FRC) commissioned ICSA (Institute of Chartered Secretaries and Administrators) to undertake a review of the Higgs guidance (Good Practice Suggestions from the Higgs Report, last reissued in 2006). As part of this remit, the FRC has asked ICSA to consider whether additional and consider whether additional guidance should be given on a number of issues relating to board effectiveness .

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Consultation on review of Takeover Panel Takeover Code PDF Print E-mail
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Written by Calum Haswell   
Thursday, 11 March 2010
The Takeover Panel Committee has announced that in light of recent commentary and public discussion, and suggestions for consideration from the Secretary of State for Business, Innovation and Skills and others, it will initiate a consultation to consider whether certain Code provisions and the timetable for determining the outcome of offers could usefully be improved. The Takeover Panel Code Committee intends to publish a public consultation paper on these matters as soon as practicable. 

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Jackson Costs Webcast Highlights on YouTube PDF Print E-mail
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Written by Calum Haswell   
Monday, 08 March 2010
View the highlights from the Jackson Costs Webcast that took place on 14th January. Professor Dominic Regan, a leading authority on civil procedure and costs, chaired this free webcast. Filmed directly after Jackson LJ's official press conference, it gives:

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Companies House revised guidance booklets PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 16 February 2010

Companies House has published updated guidance booklets for the use of company secretaries, directors and advisers. GP2 – Life of a company and GP06 – The Europeaan Company are available on the Companies House website (html).

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Corporate Manslaughter and Corporate Homicide Act 2007 (Commencement No 2) Order 2010 PDF Print E-mail
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Written by Calum Haswell   
Friday, 12 February 2010

The Corporate Manslaughter and Corporate Homicide Act 2007 (Commencement No 2) Order 2010 was made on 9 February and is available on the OPSI website. The Order brings into force Section 10 of the Act on 15 February.

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Guidance for Regulatory and Prosecuting Authorities PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 09 February 2010

Companies Act 2006, Section 508 Guidance for Regulatory and Prosecuting Authorities in England, Wales and Northern Ireland Offences in Connection With Auditors' Reports (Section 507)


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FSA consultation paper on effective corporate governance PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 02 February 2010

The Financial Services Authority has published a consultation paper: Effective corporate governance (Significant influence controlled

functions and the Walker review). This consultation paper sets out a new framework of classification of controlled functions and other changes to the approved persons regime. The document sets out guidance for non-execitive Directors, details of the FSA’s more intrusive approach and proposes implementation of some Walker review recommendations.

 

The consultation paper (PDF) is available on the FSA website.

 

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Unanswered questions from our forums PDF Print E-mail
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Written by Calum Haswell   
Thursday, 28 January 2010

The following topics are awaiting replies in our forums.

 

 

Business rates liability

Misappropriated funds

AGM frequency requirements

 

Directors salary dispute

 

PLC selling subsidiary

 

 

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ICAEW Audit Firm Governance Code PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 19 January 2010
The Institute for Chartered Accountants in England and Wales (ICAEW) has published The Audit Firm Governance Code, which applies to eight audit firms that together audit about 95% of the companies listed on the Main Market of the London Stock Exchange. The code aims to set a benchmark for good governance which other audit firms may wish to voluntarily adopt in full or in part. 

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Updated forms at Companies House: SH03, 0S CH03, OS NM01 and IN01/c PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 13 January 2010
Companies House will be updating some of the new company forms. The new forms will be available from 1 February 2010.

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Companies Act 2006 (Substitution of Section 1201) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 14 December 2009

The Companies Act 2006 (Substitution of Section 1201) Regulations 2009 replace section 1201 of the Companies Act 2006 (c.46) to ensure that this provision complies with Article 16 (freedom to provide services) of Directive 2006/123/EC of the European Parliament and of the Council of 12 December 2006 on services in the internal market (OJ L 376, 27.12.2006, page 36).

 

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Pre-budget report 2009 PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 09 December 2009
The chancellor of the exchequer, Alistair Darling, has announced his pre-budget report 2009, ahead of the next budget. The following announcements may be of interest to those who follow company law, or to company directors and company secretaries:

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FRC Consultation: changes to the combined code PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 02 December 2009

The Financial Reporting Council (FRC) has published a final report on its 2009 review of the Combined Code on Corporate Governance. A consultation document accompanies the final report,  setting out proposed changes to the code and inviting comment. Consultation is open until 5 March 2009.

 

Final report

 

Consultation document

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BIS Consultation: Notices of auditors leaving office PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 01 December 2009
The Department for Business, Innovation and Skills has published a consultation paper proposing the simplification of the arrangements for the provision of information when an auditor leaves office.

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BIS consultation: Objecting to a registered office address PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 01 December 2009
The Department for Business, Innovation and skills is inviting views on changing the law to reduce the risk of companies incorrectly using the addresses of other businesses or private individuals as their registered office address and set out a process for third parties to challenge the information on the register. Consultation is open until Tuesday, 19 January 2010. 

http://www.berr.gov.uk/consultations/page53697.html

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BIS Report: Provision of growth capital to UK SMEs PDF Print E-mail
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Written by Calum Haswell   
Thursday, 26 November 2009
The department for Business, Innovation and Skills (BIS) has published an independent report by Chris Rowlands on the provision of risk/ growth capital in the UK for small and medium sized enterprises (SMEs). The report considers whether and in what form intervention might help increase the supply of long term growth capital to SMEs.

http://www.berr.gov.uk/files/file53698.pdf

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Consultation on Statements of capital in Companies Act 2006 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 26 November 2009
The government department for Business, Innovation and Skills (BIS) has issued a consultation document, opening a consultation period on statements of capital in the Companies Act 2006. The document sets out proposals for amending the requirements. The idea behind the amendments is to balance the interests of the third party obtaining information with the cost to the company of supplying the information.http://www.berr.gov.uk/consultations/page53695.html

 

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Treasury/ HMRC consultation paper: associated company rules and small companies’ corporation tax PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 11 November 2009

HM Treasury and HMRC have published a consultation document outlining options for the reforming the associated company rules as they apply to the small companies’ rate of corporation tax. The consultation is undertaken in order to understand whether the option presented would benefit business by providing a more targeted test to establish those companies that form an economic whole and thus whose profits should be considered collectively in establishing the rate of corporation tax that applies to them.

 

Consultation opened on 29 October 2009 and closes on 22 January 2010.

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EC green paper: consultation on access to company registers PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 11 November 2009

The European Commission has published a green paper which launches a consultation on access to company registers in the EU. The green paper argues for the importance of enhanced cooperation of business registries, aiming to improve access to information and to strengthen cooperation between business registers in cross-border procedures.

 

The green paper can be found on the IPEX website.

 

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Butterworths The Companies Act 2006 conference PDF Print E-mail
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Written by Calum Haswell   
Friday, 30 October 2009

With the Companies Act now in force in its entirety, this conference will examine the latest provisions in detail and guiding you through the changes to the memorandum and the new model articles.  

 

Tim Moss, Director of Corporate Strategy, will be providing an overview of the changes in rules and functions happening at Companies House and Alan Buchanan, Company Secretary, BA will be offering his personal insight into the impact of the Act to date.

 

For more information please visit: www.conferencesandtraining.com/companies-act

 

 


 

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Consultation on OECD guidelines for multinational enterprises PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 28 October 2009

A consultation period has opened on the OECD guidelines, recommendations on responsible business conduct addressed by Governments to multinational enterprises operating in or from their territories. The UK consultation is open to stakeholders on the priority areas for an update of the OECD Guidelines for multinational enterprises in order to identify options for possible technical or more substantive updates of the text of the OECD Guidelines and Commentaries.

 

The consultation document is available on the BERR website. Consultation is open until 25 January 2010

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FRC guidance for directors on going concerns PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 20 October 2009
The Financial Reporting Council (FRC) has published updated guidance for directors of UK companies to assist in making assessments of going concern. This guidance is based on three principles covering   
  • the process directors should follow when assessing going concern,
  • the period covered by the assessment
  • and the disclosures on going concern and liquidity risk.
Full details can be found on the FRC website: www.frc.org.uk/press/pub2141.html.

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ICAEW launches new web resource on publication of clarified ISAs PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 20 October 2009
ICAEW has launched a new web resource to assist practitioners with the December move to international standards on auditing (ISAs) for adoption in the UK. The new site, www.ISAaudit2010.com, includes news, links and other relevant information to help auditors plan for implementation.

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APB Issues new ISAs PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 14 October 2009
The Auditing Practices Board has issued: 
  • 33 new International Standards on Auditing (UK and Ireland) (ISAs (UK and Ireland));
  • A new International Standard on Quality Control (UK and Ireland) 1 (ISQC (UK and Ireland) 1); and
  • A revised Statement of the Scope and Authority of APB Pronouncements.
 

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Companies Act 2006 final implementations PDF Print E-mail
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Written by Calum Haswell   
Friday, 02 October 2009

The final implementations of the Companies Act 2006 have now come into force. Key provisions of the Companies Act 2006 include:

  • Creating separate and simpler model Articles of Association for small companies, reflecting how they operate
  • Enabling greater use of electronic communications with shareholders therefore avoiding unnecessary cost and time consuming administration
  • Making it an offence to carry on business in the UK under a name that gives so misleading an indication of the nature of the activities of the business as to be likely to cause harm to the public. 

     

 

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Companies Act 2006 Transitional Provisions PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 30 September 2009
The Companies House website has put together a useful table listing transitional provisions of the Companies Act 2006 for the most commonly filed types of forms and documents at Companies House. http://www.companieshouse.gov.uk/companiesAct/transitionalProvisions.shtml

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The Legislative Reform (Limited Partnerships) Order 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 28 September 2009
The Legislative Reform (Limited Partnerships) Order 2009, coming into force on 1 October 2009, applies to all limited partnerships, many of which are investment funds. The order clarifies and modernises the law on limited partnerships in line with recommendations of the Law Commission. 

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The Companies Act 2006 (Index of Company Names and Consequential Provisions relating to Limited Part PDF Print E-mail
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Written by Calum Haswell   
Monday, 28 September 2009
The Companies Act 2006 (Index of Company Names and Consequential Provisions relating to Limited Partnerships Act 1907) Order 2009 come into force on 1 October 2009 and apply to all limited partnerships, including investment funds. These regulations bring aspects of limited partnership law on names and registration into line with company law as in the Companies Act 2006.

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The EEIG and SE (GB) (Fees) Revocation Regulations PDF Print E-mail
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Written by Calum Haswell   
Monday, 28 September 2009
The EEIG and SE (GB) (Fees) Revocation Regulations come into force on 1 October 2009. This revocation allows for the fees for the receipt of documents delivered to the Registrar, and for the inspection or provision of copies of these documents, relating to SEs and EEIGs, to be applied through the Registrar of Companies (Fees) (LPs, Newspapers, SEs and EEIGs) Regulations.

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The Registrar of Companies (Fees) (LPs, Newspapers, SEs and EEIGs) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 28 September 2009
The Registrar of Companies (Fees) (LPs, Newspapers, SEs and EEIGs) Regulations 2009 come into force on 1 October 2009 and apply to Limited Partenerships (LPs), Newspapers, European Economic Interest Groupings (EEIGs) and European Public Companies (Societas Europaea). The provisions in this legislation set fees for the receipt of documents delivered to the Registrar, and the inspection or provision of copies and will mean no practical changes to the day-to-day running of EEIGs and SEs.

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The Companies (Creditor Protection and Treasury Shares) Regulations PDF Print E-mail
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Written by Calum Haswell   
Monday, 28 September 2009

The Companies (Creditor Protection and Treasury Shares) Regulations come into force on 1 October 2009 and implement the amendments to the Second Company Law Directive:  

 Amend creditor protection provisions when companies reduce their capital, so that creditors objecting to the reduction will be required to demonstrate that their claim is at stake and the company has not provided adequate safeguards;  

 Provide an option for companies to be authorized for a period of up to 5 years to purchase and hold their own shares up to the limit of distributable reserves (profits);  

 Reduce the current 21 day period of notice given to existing shareholders when companies issue new shares to raise capital to 14 days

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The Companies (Model Articles) Regulations 2008 PDF Print E-mail
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Written by Calum Haswell   
Monday, 28 September 2009
The Companies (Model Articles) Regulations 2008 apply to private companies limited by shares, or by guarantee, and public companies who are incorporating on or after 1 October 2009. These regulations set out articles of association for these three types of company.

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The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 21 September 2009
The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 Apply as appropriate the remaining provisions of the Companies Act 2006 (non-account and audit) to Limited Liability Partnerships. These regulations come into force on 1 October 2009.

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The Companies (Company and Business Names) (Sensitive Words and Expressions) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 21 September 2009
 The Companies (Company and Business Names) (Sensitive Words and Expressions) Regulations 2009 List words and expressions for which the Secretary of State’s approval is required before their use in a company’s registered name or any business name. These regulations come into force on 1 October 2009.

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The Overseas Companies (Execution of Documents Registration of Charges) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 17 September 2009
The Overseas Companies (Execution of Documents Registration of Charges) Regulations 2009 come into force on 1 October and set out the requirements to register changes to any overseas company only if it has complied with the requirement to register an establishment (and has not subsequently closed all of its UK establishments).

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The Companies (Unregistered Companies) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 15 September 2009
The Companies (Unregistered Companies) Regulation 2009 set out the new UK regime for overseas companies that operate their business in the UK. The regulations set out how such companies should comply with EU and UK regulation and the information they should share with the Registrar of Companies.

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The Non-Companies Acts Companies Authorised to Register Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 07 September 2009
 The Non-Companies Acts Companies Authorised to Register Regulations 2009 apply to companies that are not set up under the Companies Act 2006, providing for certain provisions of the Companies Act 2006 to be applied to such companies. These regulations come into force on 1 October 2009.

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The Overseas Companies Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 07 September 2009
The Overseas Companies Regulations 2009 apply to all companies incorporated outside the UK that have a branch or a place of business in the UK, or that will open a UK establishment on or after 1 October 2009. These regulations set out how such companies should comply with EU and UK regulation and the information they should share with the Registrar of Companies.

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The Companies (Particulars of Company Charges) Regulations 2008 PDF Print E-mail
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Written by Calum Haswell   
Friday, 04 September 2009
The Companies (Particulars of Company Charges) Regulations 2008 detail the information that must be provided when registering a charge over a company’s assets. These regulations come into force on 1 October 2009.

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The Companies (Registration) Regulations 2008 PDF Print E-mail
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Written by Calum Haswell   
Friday, 04 September 2009
The Companies (Registration) Regulations 2008 apply to all companies incorporating after 1 October 2009. These regulations detail the information required for registering companies, the form of the Memorandum of Association, forms required for re-registration and those for statement of capital and guarantee.

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The Companies (Fees for Inspection of Company Records) Regulations 2008 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 03 September 2009
 The Companies (Fees for Inspection of Company Records) Regulations, which specify what companies may charge those inspecting their records, come into force on 1 October 2009.

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The Companies (Company Records) Regulations 2008 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 03 September 2009
The Companies (Company Records) Regulations 2008 come into force on 1 October 209. These regulations specify where, when and how companies must make certain of their records available for inspection.

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The Companies Act 2006 (Annual Return and Service Addresses) Regulations 2008 PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 02 September 2009
These regulations, which come into force on 1 October 2009, provide rules for the information about shareholders that must be included in Annual Returns. The regulations also clarify what may be used as a service address, i.e. the address at which documents may be effectively served on a person/company.

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The Companies (Authorised Minimum) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 02 September 2009
These regulations, coming into force on 1 October 2009, provide for a euro equivalent to the sterling amount of £50,000; and how the authorised minimum requirement applies where a public company reduces its share capital under particular provisions of the 1985 Act and has shares denominated in multiple currencies.

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The Companies (Shares and Share Capital) Regulations 2008 PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 01 September 2009
The Companies (Shares and Share Capital) Regulations come into force on 1 October 2009. These regulations prescribe particulars of rights attached to shares; information to include in returns of allotment delivered to the registrar of companies; and the form of, and information to be contained in, a directors’ statement. They also provide that settlement under the CREST system is to be regarded as cash consideration.

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The Companies (Company and Business Names) (Miscellaneous Provisions) Regulations 2008 PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 01 September 2009
The Companies (Company and Business Names) (Miscellaneous Provisions) Regulations 2008 come into force on 1 October 2009. These regulations place restrictions on the choice of company name and rules about the use of “plc”, “ltd”, etc.

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The Registrar of Companies (Fees) (Companies, Overseas Companies and LLPs) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 26 August 2009

The Registrar of Companies (Fees) (Companies, Overseas Companies and LLPs) Regulations 2009 update and amalgamate existing Fees Regulations for Companies, Overseas Companies and LLPs as a consequence of changes implemented as part of the Companies Act 2006, coming into force on 1 October 2009.

 

http://www.companieshouse.gov.uk/companiesAct/implementations/oct2009.shtml

 
 

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Consequential Amendments, Transitional Provisions and Savings) Order 2009 PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 25 August 2009

This Order makes consequential amendments to Part 35 of the Companies Act 2006 (“the 2006 Act”) and amends the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860 (C. 126)) (“the 8th Commencement Order”). Part 35 of the 2006 Act deals with the functions of the registrar of companies and with material delivered to, and registered by, the registrar. Part 35 is brought fully into force, by the 8th Commencement Order, on 1 October 2009 and the amendments made by this Order take effect on that date.

 http://www.companieshouse.gov.uk/companiesAct/implementations/oct2009.shtml 

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October Commencement: Community Interest Company Amendment Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 25 August 2009
These Regulations exercise powers in the Companies (Audit, Investigations and Community Enterprise) Act 2004 (c.27) (the “2004 Act”) and amend the Community Interest Company Regulations 2005 (S.I. 2005/1788) (the “Principal Regulations”).

These Regulations come into force on 1st October 2009 and extend to the whole of the United Kingdom, reflecting the extent of the Companies Act 2006 (c.46).

 

http://www.companieshouse.gov.uk/companiesAct/implementations/oct2009.shtml 

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FSA Consultation on the Code of Good Governance PDF Print E-mail
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Written by Calum Haswell   
Friday, 21 August 2009

The Financial Services Authority has launched a consultation period on its proposed Code of Good Governance. The Code, originally published in 2005, has now been revised to be easier to understand and more applicable to a wider range of organisations, of all sizes. The proposed revised code is available on the FSA website and consultation is invited via this survey.

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October Commencement: The Companies House Trading Fund (Amendment) Order 2009 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 20 August 2009
The Companies Act 2006 will create a single company law regime applying to the whole of the UK, and this Order allows for a single UK-wide Register of Companies. The Companies Registry in Northern Ireland, currently part of the Department of Enterprise, Trade and Investment in Northern Ireland (DETI), will become the responsibility of the Secretary of State for BIS with effect from 1 October 2009. http://www.companieshouse.gov.uk/companiesAct/implementations/oct2009.shtml 

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CIMA launches essential checklists for SMEs PDF Print E-mail
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Written by Calum Haswell   
Thursday, 20 August 2009

 Chartered Institute of Management Accountants (CIMA) has launched a series of essential checklists targeted at small to medium sized businesses (SMEs) to help them through the current recession.

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CCAB Proposes new accounting rules for Limited Liability Partnerships PDF Print E-mail
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Written by Calum Haswell   
Thursday, 20 August 2009

The Consultative Committee of Accountancy Bodies (CCAB) has published an exposure draft of a revised Statement of Recommended Practice (SORP) on Accounting by Limited Liability Partnerships (LLPs). The SORP applies UK Generally Accepted Accounting Practice to LLPs incorporated in Great Britain. The draft SORP is open for comment until 3 November 2009.

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FSA Rules on activist shareholders PDF Print E-mail
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Written by Calum Haswell   
Thursday, 20 August 2009

An FSA press release details its approach on the three key areas of its rules regarding activist shareholders:

  • The market abuse rules do not prevent investors from engaging collectively with the management of an investee company.  However, trading on the basis of knowing another investor’s intentions or working jointly to avoid disclosure of shareholdings could constitute market abuse;
  • FSA rules on disclosure of major shareholdings require that investors who have agreed to pursue the same long-term voting strategy should aggregate their shareholdings when considering whether their shareholdings reach the threshold for disclosure (3% of a company’s shares).  However, this disclosure would be unlikely to be triggered by ad hoc discussions between investors on particular corporate issues; and
  • Under the EU Acquisitions Directive that was implemented earlier this year, where investors are “acting in concert” they require FSA approval if they reach a controlling shareholding (10% or more of a company’s shares) in a regulated firm.  “Acting in concert” is not defined in the Directive but the FSA does not view the requirement as preventing ad hoc discussions or understandings between investors that are intended solely to promote generally accepted principles of good corporate governance in firms in which they have invested. 

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BIS Annual Statement of Common Commencement Dates PDF Print E-mail
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Written by Calum Haswell   
Thursday, 13 August 2009

 

The Department for Business, Innovation and Skills has published a document summarising common commencement dates on its website. This document summarises all relevant Company Law regulations including those that came into force on 1 April 2009 and the next batch of regulations, which come into force on 1 October 2009. 

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supply2 now free to small businesses across the UK PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 11 August 2009

The government has waived the fee previously charged to search its supply2.gov.uk website. The site, which lists public sector procurement opportunities worth up to £100,000, will now be free to use. The intention is that small and medium sized businesses will have better access to these public sector contracts. The Government intends to create a single website for all public sector contracts by the end of next 2010.

 www.supply2.gov.uk

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DBERR: Disclosure of Loans to Directors in Company Accounts PDF Print E-mail
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Written by Calum Haswell   
Thursday, 06 August 2009
The Department for Business, Enterprise and Regulatory Reform have opened consultation on section 413 of the Companies Act 2006, which concerns disclosures in the notes to company accounts of advances, credits and guarantees for the benefit of directors.

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FRC: Update and consultation on the Combined Code PDF Print E-mail
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Written by Calum Haswell   
Thursday, 06 August 2009
The Financial Reporting Council has published a progress report on its review of the effectiveness of the Combined Code on Corporate Governance.  The report provides a summary of consultation to date and invites further consultation on:

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ICAEW Guidance: Realised profits/ losses and distributions under Companies Act 2006 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 06 August 2009

The ICAEW and ICAS have published a technical release: Guidance on the determination of realised profits and losses in the context of distributions under the Companies Act 2006. This release provides guidance on realised and distributable profits, taking into account comments received on draft guidance issued as TECH 07/08 in November 2008. The technical release (PDF) is available on the ICAEW website.

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Finance Act 2009 explanatory notes PDF Print E-mail
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Written by Calum Haswell   
Thursday, 06 August 2009

Explanatory notes for the Finance Act 2009 have now been published on the OPSI website.

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FRC review and progress report on the Combined Code PDF Print E-mail
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Written by Calum Haswell   
Thursday, 30 July 2009

The Financial Reporting Council (FRC) has published its review of the effectiveness of the Combined Code. This document is now available on the FRC website, and the FRC invite further comments for consideration until 9 October 2009.  The review puts forward the code’s guiding principles for assessing the lessons to be learnt from the financial crisis and the case for changes to the Code. These are: 

 

  • Where there is a demonstrable need for best practice to be clarified or strengthened, this will be addressed either through amendments to theCode or additional, non-binding guidance;
  •  Where not constrained by regulatory requirements, we will seek torationalise disclosure requirements in the Code to encourage more informative disclosure on the issues of most importance to investors and to discourage boiler-plating and box-ticking; and
  • We will seek to avoid an increase in the overall level of prescription in theCode and to preserve its principles-based style.

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Consultation on property of a dissolved company: transitionals and savings PDF Print E-mail
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Written by Calum Haswell   
Thursday, 30 July 2009

The Department for Business, Enterprise and Regulatory Reform (DBERR) is inviting views on a possible change of approach to the transitional provisions and savings for sections 1012 to 1023 of the Companies Act 2006. The possible change concerns the time periods for disclaimer by the Crown of title to the property of dissolved companies.

 

 

The consultation paper (PDF) is available on the DBERR website. Consultation closes on 21 August.

 

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The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 27 July 2009

The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009 (SI 2009/ 1917) have now been published.  

 

These regulations aim:

  •  to provide for the formalities of doing business under UK law by companies incorporated outside the United Kingdom; and
  • to ensure that public record for every overseas company that is registered with Companies House includes essential information about the company’s use of its property in the United Kingdom as security for borrowing. 

These regulations are available, with am explanatory memorandum on the OPSI website. The regulations come into force on 1 October 2009.

 

 

 

 

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Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2 PDF Print E-mail
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Written by Calum Haswell   
Friday, 17 July 2009

The Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009 has now been published. This order makes amendments to part 35 of the Companies Act 2006 and the Companies Act 2006 (Commencement No. 8, Transitional Provisions and Savings) Order 2008 (S.I. 2008/2860). This order comes into force on 1 October 2009.

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The Registrar of Companies and Applications for Striking Off Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Friday, 17 July 2009

The Registrar of Companies and Applications for Striking Off Regulations 2009 have now been published. These regulations make provision relating to the functions of the Registrar under the Companies Act 2006, Pt 35 and the delivery of documents to the Registrar, including:

 

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The Companies (Shareholders’ Rights) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 13 July 2009
The Companies (Shareholders’ Rights) Regulations 2009 were laid before Parliament on 3 July 2009. These regulations amend the provisions on company meetings  Companies Act 2006, Pt 13 but relate to traded companies only. Traded companies are those whose shares are traded on regulated markets in the European Economic Area. 

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IASB publishes IFRS for SMEs PDF Print E-mail
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Written by Calum Haswell   
Monday, 13 July 2009

A new press release on the International Accounting Standards Board (IASB) website details a new International Financial Reporting Standard (IFRS) for the use of small and medium sized entities (SMEs). This new IFRS simplifies existing principles, omitting topics not relevant for SMEs, reducing the number of required disclosures.

 

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Adjudicator’s annual report to Companies House PDF Print E-mail
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Written by Calum Haswell   
Monday, 13 July 2009

The adjudicator’s annual report (PDF) has been provided to Companies House and is available on the Companies House website. This report provides an overview of appeals against late filing penalties and investigates complaints about Companies House’s complaints procedure itself.

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The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 07 July 2009
The Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 were made on 29 June 2009 and came into force on 30 June 2009, with the exception of regulation 10, which comes into force on 1 October 2009. These regulations amend parts 15 and 16 of the Companies Act 2006.  

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Unanswered questions in our forum PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 07 July 2009

The following questions are awaiting your help in our forum:

Arbitration costs

Company left with no directors

Minority shareholder issues

 

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Government announces new venture capital fund PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 30 June 2009
The prime minister has announced the creation of the UK Innovation Investment Fund. This fund is to invest in technology-based businesses, focussing on small businesses, start-ups and spin-outs. The Government hopes this scheme could leverage enough private investment to raise £1 billion over the next ten years. This fund is part of the Government’s Building Britain’s Future strategy.

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EC Consultation Paper on adoption of International Auditing Standards PDF Print E-mail
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Written by Calum Haswell   
Friday, 26 June 2009

The European Commission is considering the adoption of the International Standards on Auditing of the International Auditing and Assurance Standards Board for statutory audits required by Community law. A consultation paper addressing this is available on the EC Europa website (PDF). Consultation ends of 15 September 2009.

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SI 2009/1378: Companies Act 2006 takeover panel provisions extended to the Isle of Man PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 17 June 2009
SI 2009/1378 applies the takeover panel provisions of  schedule 2 of the Companies Act 2006 to the Isle of Man. This will take effect from 1 July 2009.

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FRC Discussion Paper on Corporate Reports PDF Print E-mail
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Written by Calum Haswell   
Thursday, 04 June 2009
Louder than Words: principles and actions for making corporate reports less complex and more relevant, a new Financial Reporting Council (FRC) discussion paper has been published. The paper (PDF),  which provides the results of initial investigation and offers recommendations for improvement, is now available on the FRC website.

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DBERR Growth Capital Review PDF Print E-mail
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Written by Calum Haswell   
Thursday, 04 June 2009
A new review is being launched to assess the need for government intervention to help small and medium businesses. This review will be led by Christopher Rowlands, a venture capital expert. This review is part of the government’s ‘New Industry, New Jobs’ strategic plan, and aims to determine whether intervention is required in the case of small and medium firms with good growth potential.

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Unanswered questions in our forum PDF Print E-mail
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Written by Calum Haswell   
Thursday, 04 June 2009

Posters in our forum are awaiting your help with the following:

 

Company left with no directors: shareholder options

Minority shareholder issues   

Association or federation

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FRC Exposure Draft: Going Concern and Liquidity Risk PDF Print E-mail
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Written by Calum Haswell   
Monday, 01 June 2009

The Financial Reporting Council (FRC) has published a new Exposure Draft, “Going Concern and Liquidity Risk: Guidance for Directors of UK Companies”. This Exposure Draft, aimed at company directors, offers a practical approach to making a going concern assessment and then making appropriate disclosures.

This new Exposure Draft replaces the FRC’s 1994 Guidance, “Going Concern: guidance for directors of listed companies”, taking in 2008 updates: “Going Concern and Financial Reporting: Proposals to revise the guidance for directors of listed companies” and “Going Concern and Financial Reporting: An Update for Directors”. The Exposure Draft is available on the FRC website (PDF).

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Companies Act 2006 May 2009 round-up: Draft Statutory Instruments PDF Print E-mail
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Written by Calum Haswell   
Thursday, 28 May 2009

The following statutory instruments have been laid before parliament:

 

 

  • the draft Registrar of Companies and Applications for Striking Off Regulations 2009;
  • the draft Companies Act 2006 (Part 35) (Consequential Amendments, Transitional Provisions and Savings) Order 2009;
  • the draft Companies House Trading Fund (Amendment) Order 2009;
  • the draft Overseas Companies Regulations 2009;
  • the draft Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009
  • The draft Companies Act 2006 (Accounts, Reports and Audit) Regulations

These draft statutory instruments, along with explanatory memoranda, are available on DBERR website.

 

These draft statutory instruments, along with explanatory memoranda, are available on the DBERR website.

 

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Companies Act 2006 May 2009 round-up: Implementation of the Shareholders’ Rights Directive PDF Print E-mail
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Written by Calum Haswell   
Thursday, 28 May 2009

Public consultation on implementing the Shareholders’ Rights directive closed on 30 January 2009. The draft implementing regulations, which are informed by this consultation, are now available on the EU Company Law and Corporate Governance websitea> .

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Companies Act 2006 May 2009 round-up: Community Interest Company Regulations 2005 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 28 May 2009

The Government response (PDF) to consultation on proposed amendments to the Community Interest Company Regulations 2005 has now been published on the DBERR website. This document also contains a summary of the responses the Government received.

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Companies Act 2006 May 2009 round-up: Statutory Instruments made in 2009 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 28 May 2009

SI2009/1085 The Company and Business Names (Miscellaneous Provisions) Regulations 2009

SI2009/388 The Companies (Shares and Share Capital) Order 2009

SI2009/218 The Companies (Trading Disclosures) (Amendment) Regulations 2009

SI2009/214 The Companies (Disclosure of Address) Regulations 2009

 

These statutory instruments, and accompanying Explanatory Memoranda, are available on the DBERR website.

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EC proposes stronger financial supervision PDF Print E-mail
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Written by Calum Haswell   
Thursday, 28 May 2009

A European Commission (EC) communication on European Financial Supervision proposes a set of reforms for financial services committees, aiming to create a new European System of Financial Supervisors (ESFE). This system would be composed of new European Supervisory Authorities and a European Systemic Risk Council.

 

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The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 27 May 2009

The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009, which come into force on 1 October 2009, have now been published. These regulations complete the application of the Companies Act 2006 to limited liability partnerships, applying the remaining provisions of the Companies Act 2006.

 

Regulations(HTML)

Explanatory Memorandum (PDF)

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Companies House Accounts and Accounting Reference Dates – GBA3 PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 26 May 2009

Companies House has published its May 2009 – Version 6 guidance booklet for accounting reference periods which begin after 6 April 2009. This guidance booklet is available on the Companies House website.

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Companies House finalised forms for October 2009 implementation PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 26 May 2009

Companies House has identified and proposed a number of new forms for implementation on 1 October 2009. The forms will be named according to a new numbering system and will be made available online from 1 July 2009.  This applies to the following groups of forms:  

 • Companies Act

• Limited Liability Partnerships (LLP)

• Limited Partnerships (LP)

• Overseas Companies

• European Economic Interest Groups (EEIG)

• Societas Europaea (SE)• Investment Companies

• Community Interest Companies (CIC)

• Non Companies Act companies

• Newspaper Companies

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Butterworths Company Law Handbook, 23rd edition – opinions wanted! PDF Print E-mail
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Written by Calum Haswell   
Thursday, 21 May 2009

Do you have any specific or general comments on this year’s edition of the Blue Book? If so, we would love to hear from you! Should you wish to provide feedback, please contact the commissioning editor, Susan Sidebotham at This e-mail address is being protected from spam bots, you need JavaScript enabled to view it  

 

Many thanks.

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The Companies Act 2006 (Amendment of Schedule 2) (No. 2) Order 2009 PDF Print E-mail
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Written by Calum Haswell   
Monday, 18 May 2009
The Companies Act 2006 (Amendment of Schedule 2) (No. 2) Order 2009 was laid before parliament on 12th May. This Order comes into force on 1 July 2009, replacing Schedule 2 (specified persons, descriptions of disclosures etc for the purposes of section 948) and revoking The Companies Act 2006 (Amendment of Schedule 2) Order 2009(2). These amendments are being made to include within the Schedule disclosure to specified persons and specified descriptions of disclosure relating to the Isle of Man, Jersey and Guernsey.

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Draft Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 14 May 2009
The Draft Companies Act 2006 (Accounts, Reports and Audit) Regulations 2009 have been published. These regulations amend Parts 15 and 16 of the Companies Act 2006 on accounts and audit. The regulations’ main purpose is to complete implementation of the EU Company Reporting Directive (Directive 2006/46)2 by requiring filing at Companies House of, and an auditor’s report on, corporate governance statements of publicly traded companies where the corporate governance statements are not included in the directors’ report.

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Draft Companies House Trading Fund (Amendment) Order 2009 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 14 May 2009
The Draft Companies House Trading Fund (Amendment) Order 2009 has been published. This amends the Companies House Trading Fund Order 1991 by adding to the operations of Companies House funded under that Order its operations as the companies registry for Northern Ireland in accordance with the extension of the Companies Act 2006 to Northern Ireland.

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Unanswered Questions in our forum PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 12 May 2009

The following questions in our forum are awaiting your help this week:

 

Postal votes

Share transfers

Association or federation?

Director Fidicuiary Duties & Foreign Companies

Directors Dispute

 

 

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The Company and Business Names (Miscellaneous Provisions) Regulations 2009 PDF Print E-mail
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Written by Calum Haswell   
Thursday, 07 May 2009

The Company and Business Names (Miscellaneous Provisions) Regulations 2009 have been laid before Parliament. These regulations, which come into force on 1 October 2009, are available on the OPSI website along with explanatory memorandum (PDF).

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European SME week PDF Print E-mail
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Written by Calum Haswell   
Thursday, 07 May 2009
The first European SME Week has started, taking place from 6 to 14 May 2009. The campaign aims to promote entrepreneurship across Europe and to inform entrepreneurs about support available for them at European, national and local level.  

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EC Directors’ Pay Guidance PDF Print E-mail
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Written by Calum Haswell   
Thursday, 07 May 2009
A new EC recommendation on directors’ remuneration policy sets out guidance for the structure and determination of directors’ pay. Recommendations 2004/913/EC and 2005/162/EC aim to ensure appropriate remuneration policy by setting out best practices for the design of these policies.

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Finance Bill 2009 PDF Print E-mail
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Written by Lexis Nexis   
Wednesday, 06 May 2009
The Finance Bill 2009 has now been published with the Bill giving more details on the new duty that will be imposed on senior accounting officers in larger companies regarding taxation accounting Schedule 46 of the Bill defines the senior accounting officer as "the director or officer of the company who has overall responsibility for the company's financial accounting arrangements".

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Equality Bill PDF Print E-mail
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Written by Calum Haswell   
Thursday, 30 April 2009
Parliament has now published The Equality Bill. The Equality Bill is available online on the Parliament’s publications website and is accompanied by a report.  "A Fairer Future: the Equality Bill and other action to make equality a reality" explains the background and scope of the Bill, including its aim: the promotion of greater diversity in the workforce, including company boards of directors.

 

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Budget 2009 round-up PDF Print E-mail
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Written by Calum Haswell   
Thursday, 23 April 2009
A number of new and existing schemes for business were announced in yesterday’s budget:

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APB issues Exposure Drafts of Clarified ISAs PDF Print E-mail
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Written by Calum Haswell   
Wednesday, 22 April 2009
The Auditing Practices Board (APB) has issued a number of exposure drafts. This follows the APB’s announcement of intentions to update its auditing standards for the new, clarified, International Standards on Auditing (ISAs) issued by the International Auditing and Assurance Standards Board (IAASB)

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Building Britain’s Future - New Industry, New Jobs: Government’s strategic plan PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 21 April 2009
A new Government strategy for industry and employment, which identifies key areas where Government action can have more impact, has been launched. This scheme aims to invest in growth in order to foster recovery in British business. 

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FRC releases Quarterly Strategic Progress and Planning Report - April 2009 PDF Print E-mail
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Written by Calum Haswell   
Tuesday, 14 April 2009
The Financial Reporting Council (FRC) has released its Quarterly Strategic Progress and Planning Report for April 2009. This report reviews the FRC’s work over the period January to March 2009 and also sets out its plans for the April to June 2009 quarter.

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