Are you fit for purpose?

The final provisions of the Companies Act 2006 came into force on 1 October 2009. These relate to a range of issues including directors’ duties, Articles of Association and directors’ service addresses for privacy.

Articles of Association

The new Act replaces the standard Articles of Association.  If you do nothing, there is a risk of your Articles conflicting with the provisions of the new Act e.g. directors’ conflicts of interest, unlawful restriction on directors’ retirement age.

By upgrading your Articles, you can ensure that you have maximum flexibility under the law, including increasing or reducing capital.  Updated Articles will also make your business more straightforward to sell.

Action to be taken

Our new form of Articles of Association not only gives your company all the advantages of the new Model Articles, but also covers those issues that make your company easier to manage.

Compliance Review

The new Companies Act has introduced a broad range of changes that affect every company. These include:

• Updating directors’ conflict of interest procedures
• Incorporating codified directors' duties into the board process
• Board decisions (factors to be taken into account (plus effect on board paper preparation)
• Briefing directors on their revised duties
• Directors’ indemnities are now possible from the company (particularly relevant if Directors’ and Officers’ insurance is not in place or fails)
• Service addresses for directors permitted (offering increased privacy)
• Loans to directors now possible
• Electronic communications with shareholders now easier
• No requirement for AGM or Company Secretary (subject to Articles).

Action to be taken

Through our Compliance Review, we can help you take a proactive approach that will reduce the risk of exposure for non-compliance, identify the relevant changes and recommend any action necessary.

For further information about minimising your risk and exposure to non-compliance, contact Christopher Davis on 07775 628865.