Warning to food sector over Companies Act
21 August 2009
The final sections of the Companies Act 2006 take effect on 1 October and Kent-based solicitors Vertex Law are warning companies in the food and beverage sector there are many changes of which to be aware
These include:
* companies will no longer have an authorised share capital but will instead be incorporated with subscriber shares set out in the new incorporation document – the Statement of Capital;
* existing authorised share capital of a company will be regarded as a deemed restriction in its articles, limiting the amount of shares that can be allotted. Companies will be able to amend or revoke this deemed restriction through an ordinary resolution;
* companies can also opt to amend their articles or adopt a completely new set after 1 October, specifically excluding the deemed restriction on the amount of shares that can be issued, but this requires a special resolution;
* the new Act introduces a provision for private companies with only one class of shares, allowing directors to allot shares without any authority unless the articles provide otherwise. A company must opt in by passing an ordinary resolution.
“There are some important changes coming into force on 1 October,” said Sonel Martin, solicitor in the Commercial Team at Vertex Law. “Directors should take advice to make sure they understand the ramifications for themselves and their companies.”
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