The Companies Act 2006 made substantial changes to private company management.
1. There is no need to appoint a company secretary unless you want to. If you do he/she will have same responsibilities as now.
2. All companies must have at least one actual person as a director. All directors must be at least 16.
Directors file service addressed on the public record with residential addressed held as protected information at Companies House.
3. Private companies will no longer hold an AGM. 10% of shareholders can demand a meeting (5% in certain circumstances). If private company meetings take place they require a 14 day notice period.
4. Written resolutions will become easier to use, requiring a simple majority (for ordinary resolutions) or 75% (for special resolutions) of eligible votes.
5. Arrangements can be made so that communications can be sent and received in certain ways, especially electronically if shareholders agree emails and websites can be used more than at present. Individual members can still ask for hard copies.
A company’s name, number, registered office and other particulars currently required to be displayed on business letters and other documents must now also be provided on electronic documents as well as the company’s website.
6. Companies formed under the new Act can choose to have new streamlined default model Articles. Existing companies can also choose to take advantage of these new model articles in whole or in part.
7. The Statutory rule that private companies can’t give financial assistance to buy their own shares has been abolished.
8. Private companies must file their annual report within nine (previously ten) months of the year end.
The medium-sized group exemption form preparing consolidated accounts has now been removed.
9. There is now a simpler solvency-based procedure to enable private companies to reduce capital without court approval.
10. The amount companies have to do has been greatly reduced and they can take steps to take advantage of the deregulatory benefits of the Act.
Transitional arrangements will make it as easy as possible for companies to take up these benefits.