1.These explanatory notes relate to the Companies Act 2006 (c.46) which received Royal Assent on 8 November 2006. They have been prepared by the Department of Trade and Industry (DTI) in order to assist the reader in understanding the Act. They do not form part of the Act and have…

Section 1: Companies 17.This section restates section 735(1)(a) and (b) of the 1985 Act. It defines «company» and provides signposts to provisions in the Act which relate to companies that are registered but not formed under the Act or former Companies Acts, to unregistered companies and to overseas companies. Section…

28.This Part of the Act is about how companies are formed. It replaces or, as the case may be, restates equivalent provisions in the 1985 Act. Section 7: Method of forming company 29.This section replaces sections 1(1) of the 1985 Act. It retains the current requirement that individuals who wish…

62.This Part deals with various matters relating to a company’s constitution. It replaces similar provisions in the 1985 Act. It starts by defining (non-exhaustively) «a company’s constitution» and then makes provision about the main constituent parts of a company’s constitution (the articles of association and certain classes of members’ resolutions…

121.This Part replaces various provisions in the 1985 Act about a company’s capacity and related matters, including in particular those in Chapter 3 of Part 1 of that Act. Section 39: A company’s capacity 122.This section provides that the validity of a company’s acts is not to be questioned on…

143.This Part applies to the name under which a company is registered, sometimes called the "corporate name". This Part regulates the choice of name. The rules are primarily intended to ensure that third parties are not misled. There are no property rights in companies’ registered names as such. While there…

Section 86: A company's registered office 189.This section restates section 287(1) of the 1985 Act. It requires every company to have a registered office and provides for that office to be an address to which communications and notices may be sent. Section 1139 provides that the service of a document…

194.This Part of the Act is about the re-registration of companies. It replaces equivalent provisions in Part 2 of the 1985 Act. There are some substantive changes as well as amendments reflecting the new provisions of the Act about registration which are carried through to the re-registration provisions. Introductory Section…

238.This Part of the Act defines who are a company’s members, provides rules relating to a company’s register of members and overseas branch registers and, subject to certain exceptions, prohibits a company from being a member of its holding company. Chapter 1: the Members of a Company Section 112: The…

256.The CLR considered the rights of persons other than the registered shareholders, presenting their recommendations in Chapter 7 of the ‘Final Report’. The new provisions in Part 9 have been developed with these recommendations in mind and are designed to make it easier for investors to exercise their governance rights…