The Companies Act 2006
The Companies Act 2006 (“the Act”) is one of the UK’s largest pieces of legislation. The Act includes 1,300 sections and 16 schedules. It covers many facets of the running and structure of a company as well as corporate governance.
It can be a confusing piece of legislation to follow at times. So, it’s fair to say it doesn’t make for easy bedtime reading.
Well, unless you’re looking for something to send you to sleep.
But don’t let that put you off.
Once you’ve got your head around how to use the Act and its purpose, it can be a crucial reference tool for you.
The Act allows to easily check up on your rights and responsibilities as an employee or company director.
This article aims to provide an overview of the Act, its contents and key provisions that demonstrate its importance in today’s corporate and commercial sectors.
The contents of the Companies Act 2006
The Act is one of the longest pieces of legislation ever enacted in the UK. Thus, reading the Companies Act 2006 requires a little navigation.
Fortunately, it sounds more daunting than it is.
The Companies Act 2006 has 47 Parts; the 16 schedules are separate. Most Parts contain several chapters which serve as headings to narrow the scope of the provisions down into relevant sections. This is to enable users to navigate the Act as quickly and as smoothly as possible.
The most used Parts of the Act:
- set out the requirements for forming a company;
- regulate the conduct of company directors;
- make provisions for the disclosure of business accounts, audits and executive remuneration packages and any bonuses and regulate against fraud.
Purpose of the Companies Act 2006
The context of the Act demonstrates its importance. The Act came into force in 2006, amending and reinstating much of the Companies Act 1985. The final provisions of the Act came into force in October 2009, after eight years of consultation.
A lot has happened in business since 1985. So the legislation was in dire need of a makeover to appropriately regulate the current sector.
Law primarily reflects the times we live in, or at least it should. The legislation is redundant if it doesn’t do the job it’s designed for.
Thus, the Act updated and modernised much of the original enactments relating to all components of companies, organisations and other forms of business.
2006 was an unforgettable year for global business and not for reasons we’d like to remember. It was the beginning of the Global Financial Crisis (GFC).
Leading up to the GFC, it became apparent that company law and corporate governance regulations needed tightening up – a change that took over four years in the making and came a little too late.
The purpose of company law and corporate governance is to promote enterprise and stimulate investment.
If individuals are better financially protected by the law and there is more accountability for those engaging in foul play, more people are likely to invest. In turn, this encourages businesses to flourish.
The revisions also streamline the company formation process with clearly defined legal parameters and regulations.
The importance of the Companies Act 2006 in today’s commercial sector
While some of the tricky bits are better left to the lawyers, the Companies Act 2006 is now more reader friendly for non-legal persons and the general public than it’s ever been.
One of the main focuses of the legislatures was to create a statute that operated in favour of a transparent and integral business community.
Traditionally, the mission of any company is to maximise the profit and economic value of shares for holders and members.
Other objectives tend to be ancillary to this.
It is no longer practical or acceptable for businesses to operate with a single minded approach towards business. The Act aims to reflect a more modern business practice, that is, companies are now required to have a greater external awareness as well as internal focus to consider the impact of their conduct on employees, trade unions, and the environment. In many ways, this welcomed change has been a response to the multitude of court cases that have arisen over the years, as well as complaints from the business community, consequently concluding that companies and directors need to take a more responsible approach to the impact their decisions are having on the business as a whole.
Effect of the Companies Act 2006 on Company Directors
The Companies Act 2006 has made directors personally liable for gross misconduct in some circumstances, including liability for directors who misappropriated company funds, committed unlawful acts in commerce or who have generally abused their positions.
Before this development, company directors were more easily able to use the company as a shield to protect their wrongdoing and identity, and as such avoided responsibility for significant company losses that detrimentally affected employees, employee retirement schemes and company shareholders.
The new amendments better regulate and prevent such conduct.
Further, directors are now required to have all of their remuneration packages and any bonuses paid disclosed to an external body. The external body then can review payments at any time.
This procedure aims to stop directors paying themselves large bonuses without any connection to company performance.
Widening the scope of an individual director’s potential liability operates in the broader interests of the business community. It is the first time there has been a codification of company directors’ duties.
Directors’ duties are not as onerous as they seem to be. They consist of a general obligation of directors to act in the best interests of the company, in good faith and with reasonable care, skill, and diligence expected of a person carrying out the functions conducted by the director of the company.
The new amendments to the Act are welcomed changes for company law in the UK. Corporate responsibility and personal accountability for director misdemeanours are crucial in keeping business practices honest.
With that in mind, we can forgive the legislatures for creating an Act with 1,300 sections – even if it still makes for a difficult bedtime read.
You can access the full text of the Companies Act 2006 by following this link.