1 Ekim 2009 ‘dan itibaren gecerli olacak İngiliz Şirketler Kanunu’ndaki değişiklikler aşağıda verilmektedir

Changes to The Companies Act 2006 will become effective from 1 October 2009 affecting every company operating in the United Kingdom.

Companies House is writing to companies to advise about the final implementation on 1st October 2009. A letter and brief guide will be sent to every registered office address during August and September 2009. Any information given in this section should not be regarded as legally binding; you may want to seek advice from legal and company set up service providers on your particular issues.

Full details can be found on Companies House website

THE OBJECTIVES OF THE
CHANGES TO THE COMPANIES ACT FROM OCTOBER 2009:

• To enhance shareholder engagement and a long term investment culture;
• To ensure better regulation and a 'Think Small First' approach;
• To make it easier to set up and run a company; and
• To provide flexibility for the future.

THE MAIN CHANGES IN THE COMPANIES ACT 2006:
Some of the key effects resulting from the Act include:

For All companies

• A clear statement of directors' general duties clarifies the existing case law based rules
• Companies will be able to make greater use of electronic communications for communications with shareholders.
• Directors will automatically have the option of filing a service address on the public record (rather than their private home address).
• Directors must be at least 16 years old, and all companies must have one natural person as a director – i.e. they cannot have all corporate directors.
• There will be improved rules for company names.
• Companies will no longer be required to specify their objects on incorporation.
• The articles will form the basis of the company's constitution

For Private companies

• There will be separate and simpler model Articles of Association for private companies.
• As part of the "think small first" agenda, there will be a separate, comprehensive "code" of accounting and reporting requirements for small companies.
• Private companies will not be required to have a company secretary.
• Private companies will not need to hold an annual general meeting unless they positively opt to do so.
• It will be easier for companies to take decisions by written resolutions.
• There will be simpler rules on share capital, removing provisions that are largely irrelevant to the vast majority of private companies and their creditors.

ABOUT SOME OF THE CHANGES

Changes to the current company forms:
There will be changes to all forms from 1st October 2009. It is likely that the new forms will have a descriptor relating to their functionality; however they will still contain a reference to the Section of the 2006 Act. Specimen new forms, not yet available, will be posted in due course

Director’s address protected from disclosure
Every director will have a service address and a usual residential address. The service address for each directorship will be publicly available. The residential address will only be made available to public authorities and credit reference agencies. On 1st October a director’s current residential address will automatically become the service address. However, if you want to have a different service address (e.g. the company’s registered office), you will be able to change these details online from 1st October on our website.

Alternative address for registers
There will changes to the arrangements for inspecting a company’s registers. These registers may be held at the registered office address or at a Single Alternative Inspection Location (SAIL). You must notify us if you set up a SAIL address or if the SAIL address is moved, and you may only have one SAIL address for a company at a time. Once the SAIL address is set up, you can move some or all registers to the SAIL address by notifying us. New forms for this will be available on the Companies House website.

Easier to set up a company
A number of changes have been made to make it easier to set up a company. Full details can be found on our website.

Articles for new companies
There will be changes to company articles for new companies. They will include the company’s objects and liabilities – which were previously in the memorandum. Copies of model articles are available on the Companies House website.

Notifying the Companies House of articles changes
You must send any amendments to the company’s articles to the Companies House within 15 days. Otherwise you could be liable to a criminal offence and a civil penalty of £200.

All Companies House accounts filing deadlines have been reduced by one month. You have one month less to file your accounts.

• For a private company it is nine months and
• six months if you are a public company.

Protecting your company from hijack
From 1st October, the Registrar’s PROtected Online Filing (PROOF) scheme will operate under the framework of the Act (section 1070).
Corporate identity fraud is becoming an increasing problem, with smaller firms just as vulnerable as larger ones. PROOF is our scheme which reduces the likelihood of your company falling victim to fraud. PROOF customers are protected from changes to their company details. They agree with the Registrar that they will only file certain documents electronically. If a fraudster tries to ‘hijack’ their company by filing a piece of paper, this will be rejected.

Protect your company with PROOF.
The Registrar urges all companies to sign up to PROOF. It can now easily be done via the WebFiling service using the company’s authentication code (you no longer need the written consent of each director). To find out more, sign up to the Companies House website

The following changes have already taken place
Some things are optional, others are not:

You must be aged 16 or over to be appointed as a director.

You do not need to:

• appoint a company secretary if you are a private company, though you can still do so if you wish.
• hold an annual general meeting if you are a private company, unless you choose to do so.
• have a unanimous vote for resolutions, subject to articles, if you are a private company. Members may agree in writing to resolutions.
• get a court order to make capital reductions as a private company – they can be supported by a solvency statement instead.

THE MAIN IMPLEMENTATION OF THE COMPANIES ACT
includes the following areas from 1st October 2009:
Registrars Powers
Northern Ireland
Form Changes
Incorporation
Change of Constitution
Change of Company Name
Treatment of Company Name
Directors Service Addresses
Administrative Restoration
Single Alternative Inspection Location (SAIL)
Voluntary Dissolution
Statement of Capital
Slavenburg Charges

For details and advice, see Companies House website

Intended benefits to business:

• The statutory statement of directors’ general duties makes the well established law in this area more accessible and brings it into conformity with modern business practice.
• Companies will be able to make greater use of electronic communications with shareholders.
• Liability for reports to the market has been clarified.
• Directors will automatically have the option of filing a service address on the public record (rather than their private home address).
• There will be improved rules for company names.
• Companies will no longer be required to specify their objects
• The company memorandum will become a formal document recording the position at the point of registration with just the articles being the continuing constitutional document.
• Shareholders will be able to agree limitations on the liability of auditors.
• To provide greater rights for nominee shareholders. These will include the right to receive information electronically or in hard copy if they so wish.
• To provide more timely accountability to shareholders by requiring public companies to hold their AGM within 6 months of the financial year-end.