요약
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.
핵심 포인트
- 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
편과 조
개정 이력
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).