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Register of members (Part 8)
A company will be able to remove an entry about a past member 10 years after that person has stopped being a member. The current period is 20 years. The time limit for claims against the company regarding entries in the register of members will reduce to 10 years from the date on which the entry was made or should have been made.
Register of debentures (Part 19)
As currently, a company will not have to keep a register of debentures. If a company does keep a register of debentures, new rules will govern the inspection and copying by others of that register. A person wishing to inspect or copy will have to give certain information, including the purpose for which the information will be used. The company will have five working days to comply with the request or, if it considers that the request is not being made for a proper purpose, to refer the matter to court.
Offers to the public (Part 20)
The current prohibition on private companies making public offers of their securities will remain. However, a new exemption will enable a private company intending to become a public company to make an offer before it has completed the formalities of re-registration as a public company. If a private company does breach the prohibition, that will no longer be a criminal offence. Instead shareholders and creditors will be able to apply to court.
The meaning of "offer to the public" will essentially remain the same as under the Companies Act 1985, but the range of those covered by the "private concern" exception will be slightly wider.
Minimum share capital of a public company (Part 20)
When a newly incorporated public company applies for its trading certificate or when a private company re-registers as a public company, the company must satisfy a condition relating to minimum allotted share capital. Currently, this must be in sterling and be not less than £50,000. From 6 April, a company will be able to satisfy this share capital requirement in either sterling or euros. The euro equivalent will be €65,600.
Transfer of shares and debentures (Part 21)
There will be a new statutory obligation on directors either to register a transfer of shares or debentures or to provide the transferee with reasons for their refusal to register. In either case, the directors must do this as soon as practicable, but no later than two months after the lodging of the transfer. If directors refuse to register a transfer, the transferee is entitled to any information he may reasonably require about the reasons for refusal. This does not extend to minutes of meetings of directors.
Register of interests in a public company's shares (Part 22)
Most of the Companies Act 2006 sections which concern a public company's right to investigate who has an interest in its shares have been in force since 20 January 2007. This includes sections relating to the register of disclosed interests which the company must keep. From 6 April additional rules will apply to inspecting that register. A person wishing to inspect or copy the register will have to give certain information, including the purpose for which the information will be used. The company will have to comply with the request if it is satisfied that the request is for a proper purpose and refuse if it is not. A person whose request is refused will be able to apply to court.
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