摘要
The Companies Act 2006 is the principal statute governing company law in England & Wales. It is one of the longest Acts ever passed by Parliament, consolidating and reforming previous company legislation. It covers company formation, directors' duties, shareholder rights, accounts and audit, and company administration.
要点
- Companies may be limited by shares, limited by guarantee, or unlimited (s.3–4)
- Codified directors' general duties for the first time (ss.170–177)
- Directors must act within powers, promote success of the company, exercise independent judgment, avoid conflicts of interest, and not accept benefits from third parties
- Shareholders have pre-emption rights on new share issues (s.561)
- Derivative claims allow shareholders to bring proceedings on behalf of the company (Part 11)
- Unfair prejudice remedy protects minority shareholders (s.994)
- Annual accounts and reports must be filed at Companies House
章节
修正历史
2013 — Enterprise and Regulatory Reform Act 2013
Amended directors' duties provisions and reformed the narrative reporting framework.
2006 — Small Business, Enterprise and Employment Act 2015
Required companies to keep a register of people with significant control (PSC register).