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SEPTEMBER 2007 |
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This material will shortly be available at our web-site (http://russellcookesolicitors.createsend.com/t/1/l/dtilt/l/www.russell-cooke.co.uk) together with an archive of past updates.
COMPANY LAW – DIRECTORS’ DUTIES
From 1 October 2007 the first raft of statutory duties for company directors will become law under the Companies Act 2006. These duties are broadly the same as the duties that already exist for company directors, and are as follows:
The second duty is accompanied by a list of factors to which a director must have regard when complying with this duty:
The government has emphasised that this list of factors should not lead to a “box-ticking” exercise at board meetings, or a need to make more detailed minutes of board meetings. However, it is important for the directors of charitable companies to be aware of these statutory duties. Charity trustees should be aware that these are not the only duties that apply to company directors. Three further statutory duties are expected to come into force on 1 October 2008 and we will include further information about these in future updates. For further information, please contact:
COMPANY LAW – GENERAL MEETINGS AND RESOLUTIONS
The next set of changes to company law under the Companies Act 2006 will be coming into force on 1 October 2007 and will affect all charitable companies. Key changes include: Written resolutions: it will become easier to pass a resolution of the company’s members without holding a meeting. From 1 October, a company will be able to pass most resolutions by obtaining the written approval of at least 75% of the members (in the case of a special resolution) or more than 50% of the members (in the case of an ordinary resolution). At present 100% approval is required. Proxies: all members will have the right to appoint a proxy to vote on their behalf at general meetings. Companies are obliged to include a statement with all notices of general meetings informing members of their right to appoint a proxy. The new rules listed above will apply whatever the company’s articles say. We recommend amending the articles to avoid any confusion. The changes listed below will only apply if the company’s articles allow. Charities will need to consider amending the articles to take advantage of the relaxation in the law. Notice periods for general meetings: the notice period for all general meetings will be 14 clear days. At present 21 days’ notice is required for AGMs and some EGMs. This new rule will apply to all notices sent out after 1 October but will not apply where the company’s articles require a longer notice period. Holding general meetings on short notice: it is going to become easier to call a general meeting on short notice. To do this will require the written approval of at least 90% of the members. Under the current law the percentage approval required is 100% (in the case of AGMs) or 95% (in the case of EGMs). If the company’s articles specify more than 90% approval, this will continue to apply. Annual General Meetings: Companies will no longer be obliged to hold annual general meetings. If the company’s articles require the company to hold AGMs, it must continue to do so. Accounts: it will no longer be obligatory to lay the company’s accounts and reports before the members at a general meeting. This change only applies to accounts and reports for financial years ending on or after 1 October 2007. It will still be necessary to circulate the accounts and reports to the members in the usual way – the time limits for circulation are due to change on 6 April 2008 and we will include further details of this in future updates. The obligation to lay the accounts will still apply if this is required under the company’s articles. Please also see the separate legal update on the new directors’ duties under the Act. For further information, please contact:
BUILDINGS AND THE ENVIRONMENT
The Energy Performance of Buildings Regulations 2007, implementing an EU Directive, is coming into force in phases. It contains four main requirements which organisations holding investment property need to prepare for:
For further information, please contact:
A REMINDER: IN FORCE FROM OCTOBER
Other new legislation taking effect from the start of October includes:
For more details, please contact:
ANNOUNCEMENT:
Please note that Russell-Cooke converted to a limited liability partnership (“LLP”) on 1 July 2007. The change does not affect the service provided to clients who will continue to work with the same lawyers as at present. If you have any queries about the conversion please contact the lawyer you usually deal with. Further details are available below.
EVENTS
Our programme of evening seminars for 2007/2008 runs from November to May, beginning with: SEMINAR: A Crash Guide to the Law for Artists and Arts OrganisationsArts organisations face increasing pressure to demonstrate robust governance structures, and effectively manage legal risk in a financially precarious environment. Shivaji Shiva reviews relevant legal issues including the implications of new legal forms. Tuesday 6 November, 8 Bedford Row, London WC1, 5.30 - 7.30 pm
OTHER EVENTS:For a full list of forthcoming events see the Charity Team’s
web-site at: The Charity Team Tel: 020 8789 9111
This material does not give a full statement of the law. It is intended for guidance only, and is not a substitute for professional advice. No responsibility for loss occasioned as a result of any person acting or refraining from acting can be accepted by Russell-Cooke.
Copyright: Russell-Cooke, September 2007 To subscribe to this monthly legal update please visit http://russellcookesolicitors.createsend.com/t/1/l/dtilt/l/www.russell-cooke.co.uk/serv_charities_intro.htm and fill in the online request form, or send an email including your name and email to, charitylegalupdates@russell-cooke.co.uk An archive of past updates can be found at http://russellcookesolicitors.createsend.com/t/1/l/dtilt/l/www.russell-cooke.co.uk/serv_charities_updates.htm If you would like to reproduce some or all of our updates in your own publication, contact Shivaji Shiva on 020 8394 6486 or e-mail on Shivaji.Shiva@russell-cooke.co.uk
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