英国公司法The Companies Act 2006
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. It had the distinction of being the longest in British Parliamentary history: with 1,300 ctions and covering nearly 700 pages, and containing 16 schedules (The list of contents is 59 pages long) but it has since been superded, in that respect, by the Corporation Tax Act 2009雷小伊.
The Act was brought into force in stages, with the final provision being commenced on 1 October 2009. It superded 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 tho relating to directors' duties.
∙it implements the European Union's Takeover and Transparency Obligations Directives.
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∙it introduces various new provisions for private and public companies.
∙it applies a single company law regime across the United Kingdom, replacing the two parate (if identical) systems for Great Britain and Northern Ireland.
∙it otherwi 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 slightly lukewarm. Concerns have been expresd that too much detail has been inrted to ek to cover every eventuality.[3] Whereas a complete overhaul of company law was promid, the Act ems to leave much of the existing structure in place, and to simplify c
ertain aspects only at the margins. In other areas, it is said to have complicated and obfuscated previously ttled law and may make doing business more difficult for tho operating small companies.
Contents [hide] ∙1 Implementation 十大员∙2 Directors 绘本故事小班∙3 General provisions ∙进口代理4 Private companies ∙5 Public and listed companies ∙泡打粉能发面吗6 Contents ∙7 See also ∙8 Notes ∙9 References ∙10 External links |
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[edit] Implementation
A small portion of the Act came into effect on Royal Asnt in November 2006. The first and cond Commencement Orders then brought further provisions into force in January 2007 and April 2007. The implementation timetable for the remainder of the Act was announced in February 2007, by Margaret Hodge, Minister for Industry and the Regions. The third and fourth Commencement Orders brought a further tranche of provisions into force in October 2007, and the fifth, sixth and venth in April and October 2008. The eighth commencement order, made in November 2008, brought the remainder of the Act into force with effect from October 2009.
The staggered timetable was intended to give companies sufficient time to prepare for the new regime under the Act, rather than implementing all 1,300 ctions of the Act on one day.
Another reason for the staggered implementation is that, despite the Act's size, a great many ctions provide for subsidiary legislation to be brought in by Secretary of State, wh
ich has taken time to draft.
Implementation of the Act is the responsibility of the Department for Business, Innovation and Skills.
[edit] Directors
Main article: Board of directors
The Act replaced and codified the principal common law and equitable duties of directors, but it does not purport to provide an exhaustive statement of their duties, and so it is likely that the common law duties survive in a reduced form. Traditional common law notions of corporate benefit have been swept away, and the new emphasis is on corporate social responsibility. The ven codified duties are as follows:
1.S171 to act within their powers - to abide by the terms of the company's memorandum and articles of association and decisions made by the shareholders;
2.S172 to promote the success of the company - directors must continue to act in a way that benefits the shareholders as a whole, but there is now an additional list of non-exhaustive factors to which the directors must have regard. This was one of the most controversial aspects of the new legislation at the drafting stage. The factors are:
兔年犯太岁1.the long term conquences of decisions
2.the interests of employees
3.the need to foster the company's business relationships with suppliers, customers and others
虾的做法大全家常菜4.the impact on the community and the environment
5.the desire to maintain a reputation for high standards of business conduct
6.the need to act fairly as between members
