An Act to reform company law and restate the greater part of the enactments relating to companies; to make other provision relating to companies and other forms of business organisation; to make provision about directors’ disqualification, business names, auditors and actuaries; to amend Part 9 of the Enterprise Act 2002; and for connected purposes
Citation
2006 c. 46
Territorial extent
England and Wales; Scotland; Northern Ireland
Dates
Royal assent
8 November 2006
Status: Current legislation
History of passage through Parliament
Text of statute as originally enacted
Revised text of statute as amended
The Companies Act 2006 (c. 46) is an act of the Parliament of the United Kingdom which forms the primary source of UK company law.
The act was brought into force in stages, with the final provision being commenced on 1 October 2009. It largely superseded the Companies Act 1985.
The act provides a comprehensive code of company law for the United Kingdom, and made changes to almost every facet of the law in relation to companies. The key provisions are:
the act codifies certain existing common law principles, such as those relating to directors' duties.
it transposes into UK law the Takeover Directive and the Transparency Directive of the European Union
it introduces various new provisions for private and public companies.
it applies a single company law regime across the United Kingdom, replacing the two separate (if identical) systems for Great Britain and Northern Ireland.
it otherwise amends or restates almost all of the Companies Act 1985 to varying degrees.[2]
The bill for the act was first introduced to Parliament as "the Company Law Reform Bill" and was intended to make wide-ranging amendments to existing statutes. Lobbying from directors and the legal profession ensured that the bill was changed into a consolidating act, avoiding the need for cross-referencing between numerous statutes.
The reception of the act by the legal professions in the United Kingdom has been lukewarm. Concerns have been expressed that too much detail has been inserted to seek to cover every eventuality.[3][date missing] Whereas a complete overhaul of company law was promised, the Act seems to leave much of the existing structure in place, and to simplify certain aspects only at the margins. It is the single, longest piece of legislation passed by Parliament,[4] totalling 1,300 sections and 16 schedules.[5]
^The citation of this Act by this short title is authorised by section 1298 of this Act.
^Ministers have suggested that one third of the Act simply restates the Companies Act 1985, one third modifies it, and one third is completely new.
^Professor Len Sealy made various criticisms of the Act in the Sweet & Maxwell Company Law Newsletter.
^Dattani, Rita. "The Companies Act: the longest piece of legislation ever". ISSN 0140-0460. Retrieved 1 August 2021.
^"Companies Act 2006". legislation.gov. Archived from the original on 26 August 2010. Retrieved 1 August 2021.
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