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August 2006

There will be meetings - but not as we know them

Roger MasonRoger Mason has carefully scrutinised the content of the Companies Bill which will almost certainly become law by November 2006. It will then be The Companies Act 2006. Roger believes that this new legislation will without doubt fundamentally change how companies operate in the UK. You can quickly understand all the ramifications of this new legislation by attending Roger's seminar, The Impact of the Companies Act 2006.

Board Meetings, AGMs and Extraordinary General Meetings will be among the many things affected by the hundreds of changes that will be in this major Act. There will be very considerable changes regarding Board Meetings which will affect private companies limited by shares. The draft model articles allow, subject to safeguards and the wishes of directors, the exchanges of e-mails over several days to count as a formal board decision.

There are more changes that will affect company meetings including:

  • Annual General Meetings in private companies will not be held.
  • In private companies written resolutions of the members will be made much easier to obtain and they will be the normal way that members will make decisions.
  • In private companies Extraordinary General Meetings will be rare.
  • Annual General Meetings in public companies will continue but the timing requirements will change.
  • Shareholders in quoted companies will be able to require an independent report on the conduct of a poll, and the results of polls must be published on a website.
  • For the first time the members of a company limited by guarantee will have the absolute right to appoint proxies, and these rights will be the same as in a company limited by shares.
  • Proxies will have extra rights at meetings.
  • Notice periods for meetings will change and so will the rules on short notice.

Alistair DarlingThe DTI commenced the fundamental review in 1998 which has led to The Companies Bill. The Bill was introduced to the House of Lords on 1st November 2005 and brought forward to the House of Commons on 24th May 2006. The Bill completed the Commons Committee stage on 20th July 2006 when its title was changed from The Company Law Reform Bill to The Companies Bill. The Companies Act 2006 will almost certainly be on the statute book by November. When implemented with the associated regulations it will be the biggest shake up for companies in decades.
Alistair Darling believes that The Companies Act 2006 will represent a significant step forward, ensuring that company law remains up to date, flexible, and accessible for everyone who uses it. He also believes that it provides an effective framework which will promote enterprise and stimulate investment.

Roger Mason has great knowledge of Company Law and has written several books on this and related subjects. He writes and presents many seminars for UK Training and he is well recognised as being a foremost expert in Company Law. The number of times that delegates have heaped praise on Roger are too many to recount, the common message is 'Roger certainly knows his stuff and knows how to put it over'. He is in the process of writing a seminar which will clearly explain the impact that The Companies Act 2006 will have on UK companies, shareholders, directors, company secretaries, employees and auditors. The seminar will be presented extensively throughout the UK in September, October and November. The demand for places is high and several presentations are already full. To avoid disappointment we suggest you book now.

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