Changes coming into force on 6 April 2008
Company Secretary - Private companies will no longer be required to have a company secretary appointed and notified to Companies House. They may, however, do so if they wish. The Government’s thinking behind this particular piece of legislation was to allow companies to operate with one individual (Director) in place. However, please note that all the functions carried out by a company secretary e.g. filing annual returns, writing up statutory registers, preparing board minutes etc, will still require to be carried out and there are legal consequences of failure to properly observe these rules. We would also note that early indications are that banks will still require companies borrowing monies to have an appointed company secretary who can execute documents.

Accounts – The deadline for private companies to lodge their accounts with Companies House will be reduced from ten months after the year end to nine months.

The remainder of the Act was, until 7 November 2007, due to be implemented in October 2008. However, to allow Companies House additional time to amend its systems and processes, the Government has now delayed the implementation of the final provisions until 1 October 2009.

Changes coming into force on 1 October 2009
Directors - Every Company will be required to have at least one director who is a ‘natural’ person i.e. an individual.
Directors’ residential addresses need no longer be made public. A new Register of Directors’ Residential Addresses will have to be maintained by the Company and supplied to Companies House - This information will not be made available to members of the public.
A potential conflict of interest by a director may be authorised by the other directors (as opposed to the current situation which requires the authority of the shareholders).

Share Capital – Companies will no longer be required to specify an authorised share capital nor will they have to apply to the court to reduce it.
Financial Assistance – “Financial Assistance” as a concept, is being abolished for private limited companies.

For further information please contact Ross McGregor on 0131 226 8221
or email ross.mcgregor@mbmcommercial.co.uk