A new corporate landscape: company formation, administration and procedures from 1 October 2009

On 1 October 2009, the remaining provisions of the Companies Act 2006 come into force (except for a handful of provisions which have been the subject of second thoughts and further consultations).

As a result:

• Different rules will, in some cases, apply to companies formed before 1 October to those applying to companies formed on or after that date;
• Companies formed before 1 October may, in some respects, "opt in" to the new regime by passing member resolutions; and
• In other respects, the new rules will apply to companies formed before 1 October unless they take positive action to prevent this.

These issues will be of particular significance for larger groups of companies. In a very short space of time, different legal regimes will apply to older and newer group companies. It is likely that those responsible for corporate administration within the group will wish to take action to align the rules applying to all UK registered group companies so far as possible. This will help to minimise the scope for later confusion, and to avoid unintentional breaches of company law.

All UK companies would be well advised to seek guidance from their in-house counsel and/or external lawyers on the new regime and to investigate the possibility of taking advantage of the various deregulatory measures under CA 2006. Where member resolutions are needed to achieve this, careful thought may be required in relation to the timing of general meetings or the practicalities of passing written resolutions.

Certain new companies may need to "opt out" of aspects of the new rules. For example, it may not always be appropriate for joint venture companies or other special purpose vehicles to have unlimited capacity or to have no member control over the issue of further shares.

Advisers will need to be alert to the fact that not all companies incorporated on or after 1 October 2009 will be subject to the new rules. Beware transitional companies!

Note also that applications to form new companies will not be accepted by Companies House until 1 October.

In-house counsel, company secretaries and other corporate administrators should also be aware of the new Companies House forms which must be used to notify any "corporate event" (such as the appointment or resignation of a director etc) that occurs on or after 1 October 2009. Current forms will not be accepted by Companies House for these purposes.