More Companies Act 2006 provisions coming into force

Companies will need to work with their legal advisers, both external and in-house, to ensure that full account is taken of the new provisions. For example:

• directors who have (or who may have) conflicts of interest with their company will need to ensure these are approved or, failing that approval, may be forced to resign; this may need an amendment to articles of association in order to set out an approval procedure (this will definitely be the case for public companies);
• directors may need to update or expand existing declarations of personal interests to include details of the extent of the relevant interest;
• groups containing subsidiaries with no human director will at the very least need to begin to take steps to appoint at least one such director to each company;
• any directors aged less than 16 may need to be replaced to ensure that minimum numbers of directors are retained (these are sometimes specified in company articles or shareholder agreements);
• deal structures currently under discussion may require review to take advantage of the financial assistance repeals and/or the new reduction of capital procedure.