Companies Act The Companies Act comprises approximately 1,300 sections. … This content is only available to our registered users. Please log in or create a free account, to gain access to our extensive business, personal and tax guides. Login (Forgotten login?) Create new account A company's members The Companies Act requires that all companies must keep a register of members A more in depth look at the act A more in depth look at the Act Accounting records The Companies Act prescribes that every company must keep adequate accounting records An auditor's rights to information Auditors are appointed by the members and are accountable to them. As a result it is important that auditors are given the information they consider relevant to the fulfilment of their duty to members. An historical record of the key changes The Companies Act changes were introduced over almost three years. For the record, we include a historical account of when the various changes were enacted. Appointment of auditors An auditor of a private company must be appointed for each financial year of the company, unless the directors resolve otherwise on the grounds that audited accounts are unlikely to be required. Appointment of directors The legislation governing the appointment and removal of directors is contained in the Companies Act in Part 10 and comprises nine chapters and over 100 sections. Inevitably this section of our website cannot cover all the aspects of the Act, but endeavours to ... Changing the company name The Companies Act permits a company to change its name. The provisions governing name change are found in sections 78 and 79. This may be achieved either by special resolution of the members or by other means provided by the company's articles. There are also p... Choosing a name for your company A company name must not be offensive or suggest any connection with government or public authority, unless permission is granted by the Secretary of State. Company secretary A private company is not required to have a secretary, while a public company must have a secretary. Director's transactions requiring members approval Where a service contract is, or maybe, longer than two years. This is a complicated area of the Act and we recommend that advice be sought with regard to long term service contracts. Directors' liabilities Companies Act provisions protecting directors from liability Directors' report One of the requirements of the Companies Act is that the approved accounts must include a directors' report Directors' service contracts The company is required to keep directors' service contracts or any memorandum of terms at the company's registered office, or at any place specified under section 1136, as section 229 confers rights on members to inspect a request copies. Do you need an audit? Recent changes mean that small and medium-sized businesses will now be able to obtain an audit exemption if they meet two out of three criteria relating to balance sheet total, turnover and number of employees. Filing of accounts and late filing penalties Companies are automatically fined if accounts are not submitted on time. Accounts should be normally be filed for a private company nine months after the company's accounting reference date. Financial year A company's financial year is determined by its accounting reference date in each calendar year. General duties of directors The general duties required of a director are set out in seven sections of the Companies Act. Group accounts The requirements of the Companies Act regarding the preparation of group accounts are based on the company's size. Loans to directors The Companies Act permits a company to make a loan to a director. A loan or guarantee must be approved by a resolution of the members of the company. Records of directors' meetings The Companies Act requires a company to keep records of its director's meetings. The responsibility for these records rests with the company's Board of Directors. Registered office The registered office is the official address to which all communications and notices may be addressed. The company must at all times have a registered office and this must be a physical location and not a PO Box address. The country of the location o... Related director agreements The Companies Act requires that a company may not take part in an arrangement under which another person enters into a transaction that, if it had been entered into by the company, would have required approval under sections 197, 198, 200 or 201, and that person, in pursuance of the... Shares and share capital Shares in a limited company having share capital must each have a fixed nominal value and a share must be distinguished by its appropriate number, unless if at any time all the issued shares in a company are fully paid up and rank pari passu for all p... Signing of accounts: directors and auditors Subject to certain exemptions, a company that meets the small company criteria in respect of a financial year is exempt from the requirement to have an audit of accounts for that year. Forming a limited company The provisions relating to company formation are contained in Parts 1 to 7.