Companies Act 2006 – Final Implementation on 1st October 2009

The Companies Act 2006 is changing the law for companies. These changes affect every company operating in the United Kingdom. Passed in 2006, the Act reached the final stage of implementation on 1st October 2009.

What are the key changes for October?

This is the main implementation of the Companies Act 2006, with a number of changes for companies. A list of all the changes can be viewed here. However, we have listed the main changes below with a small explanatory paragraph beneath each:

Directors’ addresses protected from disclosure
Alternative address for registers
Easier to set up a company
Notifying us of articles changes
UK wide company registry
Guidance
Forms
Fees
Dealing with us online
Protecting your company from hijack
Important tips for companies to make the transition to the new Act a smooth one

Directors’ addresses 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. More details on directors’ addresses

Alternative address for registers

There will be 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. The simplest way to register this address will be via our WebFiling service.

Easier to set up a company

A number of changes have been made to make it easier to set up a company. There are also changes to company articles for new companies. They will include the company’s objects, liabilities and assets – all of which were previously in the memorandum. Copies of model articles

Notifying us of articles changes

You must send any amendments to the company’s articles to us within 15 days. If you do not comply with this requirement you will commit an offence and could be liable to a civil penalty of £200. This is in addition to any liability to criminal proceedings.

UK wide company registry

Northern Ireland company registry is integrating with Companies House. Further details on the integration.

Guidance

Companies House has produced guidance notes which explain the changes and give step-by-step instructions on how to form a company, what you need to send us during the life of a company and how to dissolve a company.  

Forms

All Companies House forms will change from 1st October 2009.
The new forms include:

• Companies Act 2006 information requirements
• new numbers
• additional guidance notes
• details of any fee (if applicable)

The new forms must be used for all company events that take place on or after 1st October 2009. If you use an old form it will be rejected.

Company events which take place before 1st October must be submitted on 1985 Act forms. Specimen forms will be available here from July.

View full list of forms 

Fees

To cover the cost of running the register, Companies House charges fees for the filing of certain forms such as the annual return, change of name, mortgage and voluntary dissolution. Please remember to send the fee in with a paper form otherwise we will be unable to accept it. Full Price List.

Dealing with us online

Remember most information can now be filed electronically using WebFiling or a suitably enabled software package. This saves you time in providing information and gives you step-by-step help to prevent any errors or the irritation of having forms rejected. It can be cheaper too for some fee bearing forms.

Access our WebFiling service

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).

PROOF customers are protected from unauthorised 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. 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).

Important tips for companies to make the transition to the new Act a smooth one:

• Make sure that you are ready to file electronically in October.  If you use WebFiling, this will be easy – the menu screens will guide you through what you have to do. 
• Get your company signed up for Protected Online Filing (PROOF).
• Watch out for the new rules in the Act on inconsistent filings.  Keep your company’s record up to date and consistent with what we already have on the public record.  Tell us about changes when they happen – don’t wait for the Annual Return. 
• File on time to avoid a penalty.  You have one month less to file your accounts.  If your company normally files its accounts on 31 January, remember that the deadline this year will be 31 December – nine months after the end of the year as opposed to ten.
• You must send any amendments to the company’s articles to us within 15 days. Otherwise you could be liable to a criminal offence and a civil penalty of £200.
• Keep up to date with information on the Companies Act 2006 by checking our website regularly or signing up to our Companies Act RSS feed

Important Notice: service availability for 30th Sept to 5th October

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