Companies Act 1985
Encyclopedia
The Companies Act 1985 is an Act
of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies
to be formed by registration, and set out the responsibilities of companies, their director
s and secretaries
.
The Act was a consolidation of various other pieces of company legislation, and was one component of the rules governing companies in England and Wales
and in Scotland. A company was also be governed by its own memorandum
and articles of association
.
Table A
, which lays out default articles of association, was not included in the body of the Act, as it had been in all previous Companies Acts. Instead, it was introduced by statutory instrument
- the Companies (Tables A to F) Regulations 1985.
The Act applied only to companies incorporated under it, or under earlier Companies Acts. Sole traders, partnerships, limited liability partnership
s etc. were not governed by the Act.
Company law throughout the United Kingdom is now governed by the Companies Act 2006
, which received Royal Assent
on 8 November 2006, and which was commenced in stages between then and 1 October 2009.
Certain aspects of the Companies Act 1985 have not been replaced by the Companies Act 2006, and they will remain in force:
Act of Parliament
An Act of Parliament is a statute enacted as primary legislation by a national or sub-national parliament. In the Republic of Ireland the term Act of the Oireachtas is used, and in the United States the term Act of Congress is used.In Commonwealth countries, the term is used both in a narrow...
of the Parliament of the United Kingdom of Great Britain and Northern Ireland, enacted in 1985, which enabled companies
Company
A company is a form of business organization. It is an association or collection of individual real persons and/or other companies, who each provide some form of capital. This group has a common purpose or focus and an aim of gaining profits. This collection, group or association of persons can be...
to be formed by registration, and set out the responsibilities of companies, their director
Executive director
Executive director is a term sometimes applied to the chief executive officer or managing director of an organization, company, or corporation. It is widely used in North American non-profit organizations, though in recent decades many U.S. nonprofits have adopted the title "President/CEO"...
s and secretaries
Company secretary
A company secretary is a senior position in a private company or public organisation, normally in the form of a managerial position or above. In the United States it is known as a corporate secretary....
.
The Act was a consolidation of various other pieces of company legislation, and was one component of the rules governing companies in England and Wales
England and Wales
England and Wales is a jurisdiction within the United Kingdom. It consists of England and Wales, two of the four countries of the United Kingdom...
and in Scotland. A company was also be governed by its own memorandum
Memorandum of Association
The memorandum of association of a company, often simply called the memorandum , is the document that governs the relationship between the company and the outside...
and articles of association
Articles of Association (law)
The term articles of association of a company, or articles of incorporation, of an American or Canadian Company, are often simply referred to as articles . The Articles are a requirement for the establishment of a company under the law of India, the United Kingdom and many other countries...
.
Table A
Table A
Table A in UK company law is the old name for to the Model Articles or default form of articles of association for companies limited by shares incorporated either in England and Wales or in Scotland before 1 October 2009 where the incorporators do not explicitly choose to use a modified form...
, which lays out default articles of association, was not included in the body of the Act, as it had been in all previous Companies Acts. Instead, it was introduced by statutory instrument
Statutory Instrument
A Statutory Instrument is the principal form in which delegated or secondary legislation is made in Great Britain.Statutory Instruments are governed by the Statutory Instruments Act 1946. They replaced Statutory Rules and Orders, made under the Rules Publication Act 1893, in 1948.Most delegated...
- the Companies (Tables A to F) Regulations 1985.
The Act applied only to companies incorporated under it, or under earlier Companies Acts. Sole traders, partnerships, limited liability partnership
Limited liability partnership
A limited liability partnership is a partnership in which some or all partners have limited liability. It therefore exhibits elements of partnerships and corporations. In an LLP one partner is not responsible or liable for another partner's misconduct or negligence. This is an important...
s etc. were not governed by the Act.
Company law throughout the United Kingdom is now governed by the Companies Act 2006
Companies Act 2006
The Companies Act 2006 is an Act of the Parliament of the United Kingdom which forms the primary source of UK company law. It had the distinction of being the longest in British Parliamentary history: with 1,300 sections and covering nearly 700 pages, and containing 16 schedules but it has since...
, which received Royal Assent
Royal Assent
The granting of royal assent refers to the method by which any constitutional monarch formally approves and promulgates an act of his or her nation's parliament, thus making it a law...
on 8 November 2006, and which was commenced in stages between then and 1 October 2009.
Certain aspects of the Companies Act 1985 have not been replaced by the Companies Act 2006, and they will remain in force:
- company investigations
- orders imposing restrictions on shares following an investigation
- Scottish floating charges and receivers.