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Blackstone's Statutes Series

Timeline: Implementation of the Companies Act 2006

Section 1300 of the Companies Act 2006 brought some provisions of the Act into force on the day it was passed, 8 November 2006. The rest of the Act has been brought into force by eight commencement orders. The following timeline deals with the main substantive provisions of the Act. It does not deal with formal and supplementary provisions, such as definitions. Full details are in the commencement orders, which are listed at the end of the timeline.

This timeline states the position as it was on 18 September 2009. It will be updated if there are any changes.

Provisions already in force

8 November 2006

  • Part 43 (ss 1265 to 1273; transparency obligations and related matters).

1 January 2007

  • Sections 1068(5), 1077 to 1080, 1085 to 1092, 1102 to 1107 and 1111 in part 35 (public notification by Companies House of registration of documents and other requirements of Directive 2003/58/EC).

20 January 2007

  • Sections 308, 309, 333 in part 13 and ss 1143 to 1148, sch 4 and sch 5, in part 37 (company communications provisions).
  • Section 463 in part 15 (liability for false or misleading statements in reports).
  • Part 22 (ss 791 to 828: investigation of ownership of public company’s shares), apart from ss 811(4), 812 and 814, which come into force on 6 April 2008.
  • All of the powers conferred by the Act on the Secretary of State to make orders or regulations.

6 April 2007

  • Part 28 (ss 942 to 992: takeovers etc).
  • The repeals made by ss 1176 to 1179 (repeals of Secretary of State’s power to bring proceedings on a company’s behalf, of prohibition on tax-free payments to directors, of prohibition on directors dealing in share options, of the special procedure for banks to disclose dealings with directors, of semi-annual statements by banks and provident societies, and of the Secretary of State’s annual report on companies).

1 October 2007

  • Sections 29 and 30 in part 3 (resolutions and agreements affecting a company’s constitution).
  • Sections 116 to 119 in part 8 (inspection of register of members).
  • Part 9 (ss 145 to 153: exercise of members’ rights).
  • Section 154 (companies required to have directors).
  • Section 160 (appointment of directors of public company to be voted on individually).
  • Section 161 (validity of acts of directors).
  • Sections 168 and 169 (removal of directors).
  • Sections 170 to 181 (general duties of directors), except ss 175 to 177 (duty to avoid conflicts of interest, duty not to accept benefits from third parties and duty to declare interest in proposed transaction or arrangement).
  • Sections 188 to 226 (transactions with directors requiring approval of members).
  • Sections 227 to 230 (directors’ service contracts).
  • Section 231 (contract with sole member who is also a director).
  • Sections 232 to 239 (directors’ liabilities).
  • Sections 248 to 259 (supplementary provisions).
  • Part 11 (ss 260 to 269: derivative claims and proceedings by members).
  • Part 13 (ss 281 to 361: resolutions and meetings), except ss 327(2)(c) and 330(6)(c) (for which no date has been announced), and apart from ss 308, 309, 333, which came into force on 20 January 2007.
  • Part 14 (ss 362 to 379: control of political donations and expenditure), with the exception of the provisions relating to independent election candidates, came into force in England and Wales and Scotland on 1 October 2007 and in Northern Ireland on 1 November 2007. The provisions relating to independent election candidates will come into force on 1 October 2008.
  • Section 417 in part 15 (contents of directors’ report: business review).
  • Sections 485 to 488 in part 16 (appointment of auditors of private companies).
  • Part 29 (s 993: fraudulent trading).
  • Part 30 (ss 994 to 999: protection of members against unfair prejudice).
  • Part 32 (ss 1035 to 1039) and s 1124 and sch 3 (company investigations: amendments).

1 April 2008

  • Section 1175 in part 39 and sch 9 part 1 (removal of special provisions about accounts and audit of charitable companies in England and Wales and Scotland)

6 April 2008

  • Section 44 in part 4 (execution of documents).
  • Sections 121 and 128 in part 8 (register of members: removal of entries and time limit for claims).
  • Part 12 (ss 270 to 280: company secretaries), apart from ss 275 to 279.
  • Part 15 (ss 380 to 474: accounts and reports), apart from s 417, which came into force on 1 October 2007, and s 463, which came into force on 20 January 2007.
  • Part 16 (ss 475 to 539: audit), apart from ss 485 to 488, which came into force on 1 October 2007.
  • Section 544 in part 17 (transferability of shares).
  • Part 19 (ss 738 to 754: debentures).
  • Part 20 (ss 755 to 767: private and public companies).
  • Part 21 (ss 768 to 790: certification and transfer of securities).
  • Sections 811(4), 812 and 814 in part 22 (exercise of right to inspect register of interests disclosed).
  • Part 23 (ss 829 to 853: distributions).
  • Part 26 (ss 895 to 901: arrangements and reconstructions).
  • Part 27 (ss 902 to 941: mergers and divisions of public companies).
  • Section 1126 (consents required for certain prosecutions).
  • Part 42 (ss 1209 to 1264 and sch 10, 11, 13 and 14: statutory auditors), apart from ss 1242 to 1244, which will come into force on 29 June 2008.
  • Section 1282 (insertion of s 176ZA in the Insolvency Act 1986).

In addition, on 6 April 2008, ss 151 to 153 of the Companies Act 1985 (prohibition on financial assistance by a company for acquisition of its own shares) are repealed so far as they apply to the giving of financial assistance by a private company for the purposes of the acquisition of shares in itself or another private company. Accordingly, ss 155 to 158 (which provide the whitewash procedure for approving such assistance) are also repealed.

29 June 2008

  • Sections 1242 to 1244 and sch 12 in part 42 (duties of third country auditors: information to be supplied by third country auditors).

1 October 2008

  • Sections 69 to 74 in part 5 (objections to company names).
  • Sections 82 to 85 in part 5 (trading disclosures).
  • Sections 155 to 159 in part 10 (appointment of directors).
  • Sections 175 to 177 in part 10 (general duties of directors).
  • Sections 182 to 187 in part 10 (duty of directors to declare interest in existing transaction or arrangement).
  • Part 14 (ss 362 to 379: control of political donations and expenditure), in relation to independent election candidates. Other provisions of part 14 came into force on 1 October 2007 in England and Wales and Scotland and 1 November 2007 in Northern Ireland.
  • Sections 641(1)(a) and (2) to (6), 642 to 644, 652(1) and (3) and 654 (private companies: reduction of capital supported by solvency statement).
  • Section 1157 in part 37 (power of court to grant relief in certain cases).
  • Sections 1277 to 1280 in part 44 (information as to exercise of voting rights by institutional investors).

Provisions implemented on 1 October 2009

1 October 2009

The remaining provisions of the Companies Act 2006 will come into force on 1 October 2009, apart from ss 22(2), 327(2)(c) and 330(6)(c), and sch 9, part 2, which are not being commenced. The main provisions that will come into force on 1 October 2009 are:

  • Part 1 (ss 1 to 6: general introductory provisions).
  • Part 2 (ss 7 to 16: company formation).
  • Part 3 (ss 17 to 38: a company’s constitution), apart from s 22(2), which is not being commenced, and ss 29 and 30, which came into force on 1 October 2007.
  • Part 4 (ss 39 to 52: a company’s capacity and related matters), apart from s 44, which came into force on 6 April 2008.
  • Sections 53 to 68 and 75 to 81 in part 5 (a company’s name).
  • Part 6 (ss 86 to 88: a company’s registered office).
  • Part 7 (ss 89 to 111: re-registration as a means of altering a company’s status).
  • Part 8 (ss 112 to 144: a company’s members), apart from ss 116 to 119, which came into force on 1 October 2007, and ss 121 and 128, which came into force on 6 April 2008.
  • Sections 162 to 167 (register of directors), ss 240 to 246 (directors’ residential addresses: protection from disclosure) and s 247 (power to make provision for employees on cessation or transfer of business) in part 10.
  • Sections 275 to 279 in part 12 (register of secretaries).
  • Part 17 (ss 540 to 657: a company’s share capital), apart from s 544, which came into force on 6 April 2008.
  • Part 18 (ss 658 to 737: acquisition by limited company of its own shares).
  • Part 24 (ss 854 to 859: a company’s annual return).
  • Part 25 (ss 860 to 894: company charges).
  • Part 31 (ss 1000 to 1034: dissolution and restoration to the register).
  • Part 33 (ss 1040 to 1043: UK companies not formed under the Companies Acts).
  • Part 34 (ss 1044 to 1059: overseas companies).
  • Part 35 (ss 1060 to 1120: the registrar of companies).
  • Part 41 (ss 1192 to 1208: business names).

Commencement orders

These commencement orders can be downloaded from the website of the Office of Public Sector Information, http://www.opsi.gov.uk/stat.htm