Filed under: Law, Lawyers, business | Tags: business, companies act, Corporate
On 1 October 2009 the final provisions of the Companies Act 2006 come into force. Trethowans Solicitors of Southampton and Salisbury have produced the following article setting out the key changes from 1 October 2009 and some considerations for existing companies.
Directors addresses
From 1 October 2009 Companies House will no longer place a director’s residential address on the public register. Instead, directors can provide a service address (which can be the company’s registered office) which will appear on the public register. All directors should be aware that this change is not retrospective, and therefore any residential addresses already showing on the public register will continue to do so. In addition, a company’s register of directors will no longer need to state the companies of which the director has been or is a director.
Memorandum of association
All companies incorporated after 1 October 2009 will have a short form memorandum of association which will detail its name, subscribers and the number of issued shares on the date of incorporation. The new style memorandum will act as a snap shot of the company on incorporation only and will not be capable of change. Therefore, the significance of the memorandum will be greatly reduced following 1 October 2009, after which time the main constitutional document of a company will be its articles of association.
All companies in existence on 1 October 2009 will retain the traditional long-form memorandum (including objects, statement of limited liability and statement of the authorised share capital (if applicable)), which will become part of the company’s articles. If a company wishes to change the content of its memorandum, for example to remove the restrictions in its objects clause, it can do so by passing a special resolution to amend the articles.
Objects of a company
Companies incorporated after 1 October 2009 (and therefore with a short form memorandum) will have unlimited objects, unless the objects of the company are expressly limited in the articles of association. For companies incorporated prior to 1 October 2009, however, the objects clause in the memorandum will remain effective until amended by special resolution.
Authorised share capital
Companies incorporated after 1 October 2009 will not have a statement of authorised share capital. This means that the directors of the company can allot any number of shares at their discretion (provided that the company only has one class of share) without the need for authorisation from the shareholders. Shareholder authorisation will still be required to waive pre-emption rights however.
For existing companies, the authorised share capital set out in its memorandum will remain a restriction on the number of shares which can be allotted. If a company would like to remove this restriction, it can do so by amending its articles by special resolution.
Existing articles of association
The articles of association of a company incorporated before 1 October 2009, will continue to be effective after 1 October 2009. However, all articles will be interpreted in line with the Companies Act 2006 and may no longer be accurate or consistent. In addition, the articles may impose unnecessary restrictions or unduly complicated procedures, which have been removed or simplified by the Companies Act 2006. As a result, now may be a good time to update your articles.
New articles of association
New model articles for private companies replace the existing Table A and C articles as the default articles for all companies incorporated on or after 1 October 2009. The new model articles are designed for small owner-managed businesses with only a small number of directors and shareholders and therefore, they may not be suitable for larger or more complex companies. In addition, the model articles do not duplicate provisions which are already in the Companies Act 2006 in order to keep them simple. This means that the articles are not a full statement of the rights and obligations of the shareholders and directors and reference must also be made to the Companies Act 2006 itself (which has 1,300 sections). This could lead to uncertainty and confusion.
Therefore all companies incorporated after 1 October 2009 should consider whether the model articles are suitable for their needs. If they are not, bespoke articles should be drafted and should be used in place of the default model articles.
What changes to your company’s constitutional documentation should you consider?
Since its implementation began on 1 October 2007, the Companies Act 2006 has made a great number of changes to company law. Now that the final changes are to be implemented on 1 October 2009, it may be a good time to consider whether amendments are required to your constitutional documentation, which could now be greatly out of date.
Companies incorporated prior to 1 October 2009 should consider the following in respect of their articles:
1. Do you still require the company’s objects to be restricted?
2. Do you wish for the authorised share capital of the company to be limited and for directors to require authority to allot shares?
3. Do you wish to have annual general meetings now that they are not required?
4. Do you wish to have a company secretary now that they are no longer required?
5. Do your articles provide for 14 days notice of a general meeting, the use of written resolutions and electronic communications with shareholders?
If the answer to any or all of the above is ‘no’, you may wish to consider updating your articles to bring them into line with the Companies Act 2006.
If you would like to discuss any of the matters raised in this article, or if you are interested in updating your company’s articles, please contact Catherine MacRae on 023 8082 0456 or Mike Watson on 023 8082 0546.
Article ref:HSLP0101AA15
Filed under: Law, Lawyers, Solicitors | Tags: employment, immigration, Law
The Borders Citizenship and Immigration Act 2009 was given Royal Assent at the end of July. This is introducing some new rules that need to be followed to obtain British Citizenship, some of which are quite controversial.
Explaining the new rules, James Humphery a Senior Solicitor at Trethowans Solicitors, Solicitors and an immigration expert comments; “At the heart of the new rules for naturalisation is the concept of citizenship, earned though a route which has three distinct stages; firstly temporary residence then probationary citizenship and finally full British citizenship.
Of particular note are the concepts of probationary citizenship and a new ‘Activity Condition’.
Entry into probationary citizenship will be subject to applicants being of ‘good character’, showing a good command of the English language, demonstrating that they intend to make the UK their home, and passing a Life in the UK test, which will be an expanded version of the existing test.
The government has also proposed that entry into probationary citizenship will be through a point’s test in which points are scored for a variety of attributes broadly similar to those used in the immigration system. Points will be deducted for criminal or anti-social behaviour.
The Activity Condition will reduce the time it will take for someone who has probationary citizenship to apply for full citizenship. This is the subject of consultation which runs until 26 October 2009 so details of the conditions won’t be published until early 2010. However, we know the government is thinking of civic activism such as being a school governor, trade union activist or political canvasser, alternatively, unpaid work for organisations which benefit others or the environment.
It is suggested this work be accredited, monitored and verified by Local Authorities who may also be given new duties to provide simple advice services and to stage orientation days for migrants.
James comments; “This seems likely to generate bureaucracy and cost, so the government has indicated that it expects these schemes to be self-funding. Therefore, migrants are likely to be required to pay for these services thus taking them into a situation in which they will pay to volunteer! The theory of earned citizenship is straightforward but the reality may be problematic because it could be regarded as social engineering by regulation.
It’s clear the new rules will have plenty of pitfalls for the unwary and that naturalisation will become significantly more expensive by the time it takes full effect in about the middle of 2011. My advice to anyone thinking about applying for British citizenship is to get on with it sooner rather than later if you can.”
For further details about any immigration or HR matters please contact James Humphery on 01722 426915 or email him at james.humphery@trethowans.com.
Law firm Trethowans has received eleven additional recommendations following the latest review by Chambers and Partners who have been publishing their world-famous guides to the legal profession since 1990.
Each year, Chambers and Partners undertake an independently researched review of law firms and law practitioners. They talk to clients and find out which law firms they use and how they rate them for their legal ability and client service. On the basis of this research, they identify the world’s top lawyers.
They then publish their findings in an annual Guide at the end of each year. Their listings are highly sought after and represent a true accolade to the firms, teams and individuals who receive a rating and a mention.
We are delighted to announce that we have been advised that an additional five areas and six lawyers have been ‘recommended’ and will appear in the 2010 edition of Chambers which will be published later this year. This means that in total, we now have fifteen recommended lawyers as well as eight recommended teams and areas of law. These are:
Teams / Areas of Law:
Agriculture & Estates
Clinical Negligence
Debt Recovery
Employment
Family/Matrimonial
Licensing
Personal Injury
Real Estate
Individuals:
Clare Carter – Associate, Personal Injury Team
Richard Cook – Partner & Head of Commercial Litigation Team
David Healy – Partner, Personal Injury Team
Guy Hurst – Partner & Head of Landed Estates Team
Gavin Lane – Partner, Personal Injury Team
Jon Loney – Partner & Head of Employment Team
Catherine MacRae – Partner & Head of Corporate Team
Andrew Mercer – Partner & Head of Family Team
Michael Messent – Partner, Licensing Team
Colin Passam – Partner, Commercial Litigation Team
Simon Rhodes – Managing Partner, Employment Team
Garry Treagust – Partner & Head of Commercial Property Group
Jane Walker – Partner & Head of Licensing Team
Elizabeth Webbe – Partner, Private Client Team
Chris Whiteley – Senior Partner & Head of Litigation Services Group
Commenting on the listings in the Chambers Guide to the Legal Profession, Trethowans’ Chairman Andrew Mercer said, “Listings in the renowned Chambers directory are recognition of excellence. For both the teams and individuals recommended this accolade demonstrates their professionalism and dedication to providing the very best legal advice and services to clients. We are delighted that the good work we have been doing for our clients has been recognised in this way and honoured that our clients value and rate us so highly. We will work hard to make sure that our services continue to meet and exceed our clients’ expectations.”
For further information please contact:
Trethowans LLP
Clare Fanner, Marketing & Business Development Manager
Telephone – 01722 426934
Two teams from Trethowans Solicitors in Southampton have successfully completed an endurance triathlon in Snowdonia to raise money for REGAIN, the Trust for Sports Tetraplegics. REGAIN is the only charitable organisation dedicated solely to improving the independence of all British men and women who have become tetraplegic (sometimes referred to as quadriplegic) as a result of a competitive sports injury.
The Trethowans Teams successfully completed the Snowdonia Charity Challenge last Saturday. This consisted of a triathlon-style event for teams of four – cycling 40 miles, climbing Snowdon and canoeing a course, this year on Llyn Gwynant
Team A comprised David Healy, Rob Chapman, David Jones and Duane Walker and Team B was made up of Chris Whiteley, Matt Freeman, Mike Trench and Garry Treagust.
Both teams successfully completed the event, with Team A coming 22nd and Team B coming 36th out of 48 teams in 7 hours and 19 minutes and 8 hours and 27 minutes respectively.
Commenting on the event, Partner Garry Treagust said, “The weather was kind to us and the scenery was spectacular. Even more importantly, collectively the two teams successfully raised sponsorship in excess of £3,000 for the charity, REGAIN, which is a really good effort, especially in the current difficult economic times. A big thank you must go to the team members and to those who sponsored us. Their support was very much appreciated and helped spur us on through the aches and pains”.
Trethowans is a leading regional practice in the South of England. Through recruitment and employing sound financial management, the firm’s profitability has improved substantially in recent years.
Trethowans has two offices, one in Salisbury and one in Southampton; they are of virtually equal size and turnover. Trethowans has a significant number of national and household brand names as clients. Recognition in independent guides to the legal profession is evidence of the calibre of lawyers and the advice and support delivered to clients.
As at 31 March 2009, the firm had grown to 24 Partners, 108 solicitors and support staff and a turnover of £9.3m.
