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In the Wake of the Companies Act 2006

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In the Wake of the Companies Act 2006 44 OMAR: AN ASSESSMENT OF THE POTENTIAL IMPACT OF REFORMS TO COMPANY LAW: [2009] I.C.C.L.R. in reality it is not a complete code. It is the In the Wake of the purpose of this article to look at some of the changes introduced by the legislation, including Companies Act 2006: some measures heralded by the Government as An Assessment of the of particular benefit to businesses, with a view to assessing whether the provisions introduced Potential Impact of in the Act may bring the desired changes to the framework for the governance of companies in the Reforms to Company United Kingdom today. Law From the Company Law Review to PAUL OMAR∗ the Companies Act 2006 Gray’s Inn, Barrister; Senior Lecturer, University of Sussex The Company Law Review, which began in 1998, had the overall objective of simplifying the structure of UK law. It set out to do this by promoting competitiveness, striking the proper balance between the interests of participants in [Keywords to Follow] corporate life so as to promote ‘‘straightforward, cost-effective and fair’’ regulation, and promoting consistency, predictability and transparency in the law.3 After extensive consultation with interested parties and the production of a Introduction considerable number of volumes of individual reports and an interim report, the Company Law Review presented its Final Report to the The United Kingdom’s Companies Act 2006 is Secretary of State for Trade and Industry on subtitled: July 26, 2001. The report contained a range ‘‘An Act to reform company law and restate the of recommendations for substantive changes to greater part of the enactments relating to companies; many areas of company law, and a set of to make other provision relating to companies principles to guide the development of the law and other forms of business organisation; to make more generally, most notably that it should be provision about directors’ disqualification, business as simple and as accessible as possible for names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes.’’1 smaller firms and their advisers and should avoid imposing unnecessary burdens on the It contains 47 Parts with 1,300 sections and is ways companies operate. Two White Papers followed by 16 Schedules. It is the largest Act followed as part of a wide consultation process of Parliament ever enacted. It appears sufficiently initiated by the Government.4 Draft clauses comprehensive as its provisions have absorbed were appended to the 2005 paper, which also most of the Companies Act 1985, Companies contained declarations of intent with respect to Act 1989 and Companies (Audit, Investigations the Government’s legislative intentions. Further and Community Enterprise) Act 2004, while also clauses were the subject of consultation later codifying certain aspects of the case law,2 although relationship between financial markets and insolvency. The 2004 Act also survives in part, containing rules * The author would like to acknowledge the gracious on financial services reporting matters as well as invitation by Professor Anneli Loubser to deliver this community interest companies (companies set up to paper at the University of South Africa on May 24, 2007 promote business whose profits and assets are to be used and her invaluable assistance in arranging this event. for the benefit of the community). Any errors or omissions are, however, the author’s own. 3. Department for Trade and Industry. Modern Com- 1. Companies Act 2006 (c.46) (the Act), a copy of pany Law for a Competitive Economy: Final Report which is available via the Office of Public Sector Infor- (2001), p.3, para.1.3 (Final Report). All review documents mation website at http://www.opsi.gov.uk/acts/acts2006/ are available via the Reports and Publications section of ukpga 20060046 en 1 [Accessed November 12, 2008]. the Department of Business Enterprise and Regulatory 2. The parts of the Companies Act 1985 that survive Reform website at http://www.berr.gov.uk. contain provisions on investigations (corporate and 4. Modernising Company Law. July 2002. Cm.5553; other bodies) and restrictions on shares following and Company Law Reform. March 2005. Cm.6456. A investigations (other provisions on Scottish floating copy of the latter is available at http://www.berr.gov.uk/ charges were subsequently incorporated in Pt 2 of bbf/co-act-2006/white-paper/page22800.html [Accessed the Bankruptcy and Diligence (Scotland) Act 2007). November 12, 2008]. For a commentary on the former, Those parts of the Companies Act 1989 that survive see R. Goddard, ‘‘Modernising Company Law: The contain provisions on assistance to overseas regulatory Government’s White Paper’’ (2003) 66 Modern Law authorities, incorporated charities in Scotland and the Review 402. [2009] I.C.C.L.R., ISSUE 2 2009 THOMSON REUTERS (LEGAL) LTD. AND CONTRIBUTORS OMAR: AN ASSESSMENT OF THE POTENTIAL IMPACT OF REFORMS TO COMPANY LAW: [2009] I.C.C.L.R. 45 in 2005.5 The Companies Bill was introduced companies should have unlimited capacity so in Parliament on November 4, 2005, although that third parties would no longer have to be most of its stages were not completed until concerned with whether the constitution con- 2006, Royal Assent being received on November tained an objects clause. This is a step that has 8, 2006. The Government then embarked on already been taken by many other Commonwealth a consultation process with the intention of countries which have inherited companies’ legis- bringing the Act into force during the course of lation descended from predecessors of the Act.10 2007–2008. Owing to difficulties with the scale of Nevertheless, the proposals would include new the proposals and the changes the Act intended provisions clarifying when directors would be to make, the timetable was eventually extended, deemed to have authority or delegate authority with the Act to achieve full implementation to others to bind the company.11 The proposed by October 1, 2009, nearly three years after its Bill would include a clause removing the last ves- enactment.6 Although regrettable, the extended tiges of the ultra vires rule and to ensure that transition period will enable companies to better challenges could not be brought to the acts of adjust to the changes that are proposed and will any company on the basis of the powers being allow company directors and advisers to measure exceeded. It was the intention that the effect of an the implementation of compliance with the new illegal act will be governed by the rule or statute rules.7 that creates the illegality. It was also the intention that companies will no longer be permitted objects in a constitution that serve to limit its capacity.12 Substantive company law: the In response, the 2002 White Paper stated that constitution, objects and ultra vires the Government considered both objects clauses and the existence of two separate constitutional documents to no longer serve any useful purpose. • ‘‘The company memorandum will become a formal document recording the position at the While companies could still retain objects, their point of registration, with just the articles being effect would be limited to internal disputes the continuing constitutional document. between directors and members. While members • Companies will no longer be required to specify could entrench clauses in the single constitutional 8 their objects.’’ document that would be required, protecting The history behind the statement of corporate clauses deemed of great interest, outsiders doing business with the company would not have to objects is a long one and reflects predominantly 13 judicial concern over the misuse of the incor- worry about its contents. The Bill accompanying porated form.9 The Company Law Review’s Final the White Paper accordingly contains a cl.1(5) Report recommended that companies should have conferring unlimited capacity on the company a single constitutional document. Furthermore, and a cl.17 governing the exercise of a company’s powers by directors and those mandated on behalf of the company. These are now ss.31 and 40 of 5. Explanatory Note accompanying the Companies the Act respectively. However, one significant Act 2006 (Explanatory Note) at paras 4–5, a copy difference exists: s.31(1) of the Act now states of which is available via the Office of Public Sec- tor Information website at http://www.opsi.gov.uk/acts/ that, ‘‘[u]nless a company’s articles specifically acts2006/en/ukpgaen 20060046 en 1 [Accessed Novem- restrict the objects of the company, its objects are ber 12, 2008]. unrestricted’’. 6. The latest table of implementation is available at http://www.berr.gov.uk/files/file46774.doc [Accessed As for the constitutional documentation August 15, 2008]. Interestingly, some of the implemen- required, although the words ‘‘memorandum of tation orders effect changes to the text of the Act itself, meaning that the shape of the Act by the end of the implementation process will be subtly altered. 7. The impact on academic lawyers cannot be neglected 10. Examples include s.124(1) of the Corporations Law either, given that the Act came after the beginning of 2001 (Australia); s.16 of the Companies Act 1993 (New the 2006–2007 academic year, requiring changes to be Zealand); s.15(1) of the Business Corporations Act made that year, while the three years that follow straddle 1985 (Canada). See also s.1(3) of the Limited Liability the implementation period, leading many to have to Partnerships Act 2000 granting unlimited capacity to this reference the extensive provisions of both the 1985 and new type of business vehicle in the UK, a precursor which 2006 Acts in course materials. might have served as a model for the new dispensation.
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