Company Law
Minimum age for company directors
With few exceptions, any directorship held by a person under the
age of 16 will automatically come to an end on 1st October
2008. There will be no need to inform the Registrar of
Companies although company records will have to be amended. If the
company is left without a suitable director as a result of the
change then at least one new director will need to be appointed to
correct the position. Details at
section 157 of The Companies Act.
Limited companies as sole directors
From today, limited companies are required to have at least one
human director. The new rule will restrict a limited company from
acting as the sole director for another limited company. However,
for companies that had a sole corporate director on 8th November
2006, there is a grace period until 1st October 2010 for
compliance. See:
section 155 of The Companies Act.
Disclosure of trading information
There are new rules in force about the display of company names
at multi-occupancy premises. See: Company
name display rules will change in October, OUT-LAW News,
11/09/2008
The new rules also consolidate old ones on the mandatory
disclosure of trading information for incorporated companies. There
are also new provisions detailing the response period for written
requests for information about inspecting company records.
See: The Companies
(Trading Disclosures) Regulations 2008 or read further info
from
Business Link.
Reducing share capital for private companies
From today, a private company will be able to authorise a
reduction of capital by passing a special resolution of its
shareholders supported by a declaration of solvency from its
directors. This method of reduction in capital will not be made
available to public companies, which will still be required to use
the Court-approved route. This is
Chapter 10 of the Companies Act. See further information from
Business Link.
Financial assistance for private companies
As of today, private companies can provide financial assistance
to acquire their own shares. This effectively abolishes the
requirement for a private company to undertake the 'whitewash'
procedure (which required a directors' statutory declaration of
solvency, an auditors' report and a special resolution of the
company). However, where the private company has a public company
subsidiary, the public company will not be afforded the benefit of
this rule. See:
Chapter 2 of the Companies Act.
Directors' duties
From today, company directors are under an express duty to avoid
conflicts of interest.
The new rule lets companies put provisions in their
constitutions which allow for the prior approval of conflicts or
potential conflicts. If a director complies with such provisions
then he will be free of any liability for breach of the duty. The
duty also extends to not accepting any benefits from third parties
where there is any possibility of a conflict of interest arising.
See:
section 175 of the Companies Act.
Disclosure in annual returns for private and non-traded public
companies
For annual returns with a 'made up date' on or after 1st October
2008, there is no longer a requirement to disclose the addresses of
the shareholders of private and non-traded public companies.
A company that includes the address of shareholders where this
is not necessary will have its annual return rejected by Companies
house. The addresses of shareholders in publicly-traded companies
who hold at least 5% of any share class will still need to be
disclosed. See: The Companies
Act 1985 (Annual Return) and Companies (Principal Business
Activities) (Amendment) Regulations 2008
Company names adjudication procedure
As of today, a person has the right to object to the new Company
Names Adjudicator if another company's name is too similar to a
brand name in which they have built goodwill. This is explained in
our OUT-LAW guide on The Company Names
Adjudicator and our story, Brands gain
new protection from opportunism from October, OUT-LAW News,
25/09/2008. The detail is at
section 69 of the Companies Act.
Employment Law
Increase in National Minimum Wage
As of today, the minimum wage has increased from £5.52 to £5.73
for eligible workers aged 22 and over and from £4.60 to £4.77 for
eligible workers aged 18–21. For eligible workers aged 16 and 17,
the minimum wage increased from £3.40 to £3.53. See: The National
Minimum Wage Regulations 1999 (Amendment) Regulations 2008
Employers' liability insurance
Employers are no longer be required to display their employers'
liability insurance certificate in hard copy provided that an
electronic copy is made available and is reasonably accessible to
employees. See: Certificates of employers'
liability insurance could go from staff kitchens to intranets,
OUT-LAW News, 21/05/2008. For full details, see: The
Employers’ Liability (Compulsory Insurance) (Amendment) Regulations
2008
Intellectual property law changes
Trade marks
As of today, the process of registering a trade mark has been
streamlined so that applications are automatically open to
challenge, or opposition, for two months instead of three. See:
Trade mark owners will need greater
vigilance from October, OUT-LAW News, 08/09/2008
Environmental Law
Hazardous Chemicals
Chemicals
(Hazard Information and Packaging for Supply) Regulations 2002,
known as CHIP, are amended today to introduce new labeling
requirements for toxic substances as they are produced, stored,
sold or transported. Further info from HSE.
Offshore Chemicals
From today, the current regulations which govern the licensing
of offshore operators who currently process and discharge various
chemicals at sea will be broadened to cover more activities. In
addition to this, penalties for un-consented discharges will be
made stricter. See further info
from BERR.
Miscellaneous
Doorstep sellers
Consumers can now cancel contracts signed with door-to-door
salesmen even when they have requested the visit to their home or
office. See: Doorstep sellers must offer
cancellation rights, even if invited to sell, OUT-LAW News,
17/09/2008
Consumer credit licensing
A new regime for the licensing of businesses which provide debt
administration or credit information services entered into force
today. Such businesses will now need to apply to the OFT for
the relevant license if they wish to carry on providing these
services. Carrying on the business without the appropriate license
is likely to be a criminal offence. This is the The Consumer
Credit Act 2006 (Commencement No. 3) Order 2007. More info from
Business Link.
Credit and Hire Agreements
A new rule sets out the frequency and type of information that
must be provided for consumers in statements and notices. See:
The
Consumer Credit (Information Requirements and Duration of Licences
and Charges) (Amendment) Regulations 2008.
Changes in the energy performance certificates rules
Certain buildings must from today display in a prominent place a
certificate indicating their energy efficiency on a scale from A
(very efficient) to G (inefficient). Others only need to provide a
certificate when the building is sold, built or rented. There is
further information
from Direct Gov.
