The workings of companies and partnerships


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These regulations are about the internal workings of companies and partnerships, for example model articles and shares/share capital. The regulations also set a framework for other aspects of business such as the operation of overseas companies in the UK.

You can find the regulations that relate to the workings of companies and partnerships below to the left.

The Companies Act 2006

Sets the framework for company law in the UK. Explains procedures for setting up a company, the role of directors, audit and accounts requirements etc.

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EU Domestic

The Competition Act 1998 (Land Agreements Exclusion Revocation) Order 2010

Revokes the exclusion given to land agreements, from the prohibition on anti-competitive agreements under the Competition Act 1998.

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Domestic

The Companies Act 2006 (Allotment of Shares and Right of Pre-emption) (Amendment) Regulations 2009

Any new allocations of shares must first be offered to existing shareholders pro-rata to their holdings. These regulations state that when shares are allotted in 2 stages, the pre-emption rights apply only to the issue of the rights, and not to the subsequent allotment.

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EU Domestic

The Companies Act 2006 and Limited Liability Partnerships (Transitional Provisions and Savings) (Amendment) Regulations 2009

This regulation ensures that Section 2(2) of the Companies Act relating to entrenched provisions was not brought into force. This change was made as a result of comments from stakeholders.

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Domestic

The Companies (Unfair Prejudice Applications) Proceedings Rules 2009

Prescribes procedure for presentation, service and return of the petition to be used in connection with an application on grounds of unfair prejudice, to Court in England and Wales.

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Domestic

The Companies (Companies Authorised to Register) Regulations 2009

Enables companies not required to register under the Companies Act to opt into the Company Law regime and register. These companies include those formed by Private Acts of Parliament & Royal Charter.

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Domestic

The Unregistered Companies Regulations 2009

Applies certain Companies Act provisions to unregistered companies, primarily the provisions regarding transparency such as company constitution & trading disclosures.

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Domestic

The Companies (Authorised Minimum) Regulations 2009

Provides a euro-equivalent to the minimum requirement of £50,000 capital for public companies and allows the capital to be made up in shares denominated in multiple currencies.

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EU Domestic

The Enterprise Act 2002 (Bodies Designated to make Super-complaints) (Amendment) Order 2009

Adds the Scottish Association of Citizens Advice Bureau to the list of designated bodies that can bring a ‘super-complaint’.

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Domestic

The Companies (Share Capital and Acquisition by Company of its Own Shares) Regulations 2009

This regulation makes a number of changes to the Companies Act: it reduces the time that Rights Issues must be kept open from 21 to 14 days, sets rules on reduction of capital and creditors objections to these reductions and removes the limit on holding Treasury shares.

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EU

The Companies Act 2006 (Consequential Amendments, Transitional Provisions and Savings) Order 2009

This regulation makes amendments to other departments legislation as a result of the changes to the Companies Act 2006. For example updates references from the Companies Act 1985 to the Companies Act 2006.

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Domestic

The Overseas Companies (Execution of Documents and Registration of Charges) Regulations 2009

These regulations set the formalities of doing business for overseas companies in the UK and requires publicity for the use of their UK assets to secure borrowing.

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Domestic

The Companies Act 2006 (Consequential Amendments) (Uncertificated Securities) Order 2009

These regulations apply the changes made in the Companies Act to uncertified securities.

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Domestic

The Limited Liability Partnerships (Application of Companies Act 2006) Regulations 2009

Applies parts of the Companies Act 2006 to Limited Liability Partnerships, primarily on transparency.

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Domestic

The Registrar of Companies and Applications for Striking Off Regulations 2009

Sets out information required from a company for voluntary striking off from register; circumstances that the registrar can amend/rectify the register; and allows Welsh documents as well as certain other documents not in English if accompanied by English translation to be accepted by Registrar.

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Domestic

The Overseas Companies Regulations 2009

Prescribes registration and filing requirements for companies incorporated outside the UK that open an establishment, whether a place of business or a branch, in the UK.

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EU

The Companies (Shareholders’ Rights) Regulations 2009

Implements EU Shareholder Rights Directive and gives specifics rights to shareholders in companies. It Amends Part 13 of the Companies Act and aims to deal with basic cross border exercise of shareholder rights.

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EU

The Companies Act 2006 (Amendment of Schedule 2) (No. 2) Order 2009

Increases the list of specified bodies to whom the Takeover Panel may make specified disclosures.

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Domestic

The Companies (Shares and Share Capital) Order 2009

Prescribes the statement of capital to be disclosed to the registrar of companies.

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Domestic

The Companies (Model Articles) Regulations 2008

Sets out model forms of articles of association for companies. A company can choose to use the model articles or make its own bespoke ones.

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Domestic

The Takeover Code (Concert Parties) Regulations 2008

Specifies that the Treasury, its trustees, the Secretary of State and UK Financial Investments can not be regarded as “acting in concert” for the purposes of the Takeover Code.

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Domestic

The Companies (Registration) Regulations 2008

Confirms statement of subscribers decision to form a company under the Companies Act 2006 and agrees to become a member of the company making the memorandum of association a much shorter document.

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Domestic

The Enterprise Act 2002 (Specification of Additional Section 58 Consideration) Order 2008

Gives the Secretary of State power to issue an intervention notice to the Office of Fair Trading in a merger situation where a public interest consideration is relevant.

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Domestic

The Enterprise Act 2002 (Bodies Designated to make Super-complaints) (Amendment) Order 2008

Replaces National Consumer Council (wound up) with “NCC” in the list of designated bodies that can bring a ‘super-complaint’.

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Domestic

The Companies (Reduction of Share Capital) Order 2008

Prescribes the form in which a solvency statement must be made when a private company proposes to reduce its share capital.

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Domestic

The Competition Act 1998 (Public Policy Exclusion) Order 2008

Removes prohibition, contained in the Competition Act 1998, for joint buying agreements of nuclear submarines developed or manufactured for the Secretary of State.

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Domestic

The Companies Act 2006 (Consequential Amendments etc) Order 2008

This Order makes amendments to other Departments regulations as a result of the changes to the Companies Act 2006. For example updates references from the Companies Act 1985 to the Companies Act 2006.

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Domestic

The Companies (Authorised Minimum) Regulations 2008

These regulations set the Euro authorised minimum capital rate at €65,600. These provisions also relate to requirements relating to authorised capital in in the 1985 Companies Act and 1986. The regulations refer to re-registration of a company when its nominal value falls below the authorised minimum.

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EU Domestic

The Companies (Mergers and Divisions of Public Companies) (Amendment) Regulations 2008

These regulations simplify earlier EU directives and give a waiver for an independent expert’s report for a merger of a public company .

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EU

The Companies (Cross-Border Mergers) (Amendment) Regulations 2008

These regulations replace an erroneous reference in the Cross Border Merger Regulations 2007 by substituting in the Regulation, “paragraph (1) or (3)”.[in place of “(1) or (2)”]

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EU

The Companies (Cross-Border Mergers) Regulations 2007

Establishes EU framework for cross-border mergers

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EU

The Companies (Interest Rate for Unauthorised Political Donation or Expenditure) Regulations 2007

Where a company has made a political donation or incurred political expenditure without the authorisation required by the Companies Act 2006, the directors are liable to make good to the company the amount of the unauthorised donation or expenditure with interest. Regulation 2 sets the rate of interest to be applied at 8%.

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Domestic

The Companies (Political Expenditure Exemption) Order 2007

Exempts certain political expenditure incurred by news companies from the need for authorisation by the company’s members.

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Domestic

The Limited Liability Partnerships (Amendment) Regulations 2007

Extends/clarifies procedural powers for investigators to enter and remain on Limited Liability Partnership premises.

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Domestic

The Companies (EEA State) Regulations 2007

Amends existing definitions of European Economic Area to include Bulgaria and Romania which became Community Member States on 1st January 2007. No impact on Business.

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EU

The Limited Liability Partnerships (Amendment) Regulations 2005

Amends Limited Liability Partnerships Regulations on accounts and audit.

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Domestic

The Community Interest Company Regulations 2005

Creates new form of company: known as a community interest company that must satisfy the “community interest test”.

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Domestic

The Companies Act 1985 (Power to Enter and Remain on Premises: Procedural) Regulations 2005

Imposes procedural requirements regarding the exercise of powers conferred on company inspectors and authorised investigators.

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Domestic

The European Public Limited-Liability Company Regulations 2004

Creates new form of public limited-liability company, the Societas Europaea, known as the “SE”.

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Domestic

The Companies (Acquisition of Own Shares)(Treasury Shares) Regulations 2003

Relaxes the requirement for a company which purchases its own shares to subsequently cancel them. In specified circumstances, they can hold the shares “in treasury” for sale at a later date.

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EU

Limited Liability Partnerships Regulations 2001

Makes regulations concerning the creation of Limited Liability Partnerships (LLPs) accounts and audit/ company directors disqualification Act/ winding up and insolvency/Financial services and markets/expulsion

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Domestic

The Contracts (Applicable Law) Act 1990 (Amendment) Order 2000

Makes “minor amendments” to the 1990 Act incorporating references to the Funchal Convention on the accession of Austria, Finland and Sweden as additional EU Member States

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EU Domestic

The Companies Act 1989 Part II (Consequential Amendments) Regulations 1995

Makes consequential amendments to certain Act provisions on eligibility for appointment as auditor. Corrects other previous consequential amendments.

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EU

The Contracts (Applicable Law) Act 1990 (Amendment) Order 1994

Makes “minor amendments” to the 1990 Act incorporating references to the Funchal Convention on the accession of additional EU Member States and adds a new Schedule to that Act containing the text of that Convention.

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EU Domestic

The Companies Act 1989 (Eligibility for Appointment as Company Auditor) (Consequential Amendments) Regulations 1991

Makes consequential amendments to certain Act provisions on eligibility for appointment as auditor. Corrects other previous consequential amendments. Some of these amendments are still in force in part.

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EU

The Companies (Disclosure of Interests in Shares) (Orders imposing restrictions on shares) Regulations 1991

Makes changes to the text of the Companies Act 1985 to protect the rights of third parties when orders are made imposing restrictions on shares.

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Domestic

The Statistics of Trade Act 1947 (Amendment of Schedule) Order 1990

Regulations required by the Office of National Statistics in order to collect business data to produce economic and business statistics, some of which they are obliged to collect under statute.

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Domestic

The Companies Act 1985 (Modifications for Statutory Water Companies) Regulations 1989

Modifications in relation to statutory water companies that are not limited companies.

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Domestic

The Statistics of Trade Act 1947 (Amendment of Schedule) Order 1987

Regulations required by the Office of National Statistics in order to collect business data to produce economic and business statistics, some of which they are obliged to collect under statute

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Domestic

Tell us what you think should happen to these regulations and why, being specific where possible:

24 responses to The workings of companies and partnerships

  • Peter Bibby - Partner, AB Corporate LLP said on February 24, 2012 at 12:20 pm

    It has always been a legal requirement that when you amend a companies articles of association you should file a new set incorporating all the amendments. In almost 20 years of practice I have never done so and the practice of merely filing the amending resolution has been sufficient. It would appear that Companies House is now seeking to enforce the provisions of the CA 06 strictly. It is difficult to understand why. This change in policy does add to the administrative burden on companies generally and in reality is of very little advantage.

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