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Company Law

Analysis - guidance - compliance

13 MAY 2015

Update 120

Update 120
Update 120 includes changes and developments in the following chapters: 3B (Registrars of Companies); 4 (Companies Not Formed under the Companies Legislation); 5 (Overseas Companies); 31 (Registration of Charges); 34 (Annual Returns); 42 (Market Misconduct); and 47 (Corporation Tax).

Chapter 3B has been reviewed by Kathleen O'Reilly, Chair of the Law Society Company Law Committee. There have only been some minor changes in the law here including the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 and the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015.

Chapter 4 has been amended by Tim Prudhoe and Arielle Goodley, Kobre & Kim. The issue of naming a company is examined with reference to the Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014, which came into force in January 2015. Under these Regulations, on registration, some non-Companies Act corporations may either need to consider renaming themselves or depending on whether their proposed company name includes one from a new, official list, submitting to the Secretary of State's processing time for their application. It is noted that this does not apply to non-registered companies.

Chapter 5 has been reviewed by Nigel Banerjee, King's College, London. Among his amendments, the case of Teekay Tankers Ltd v STX Offshore & Shipping Co [2014] EWHC 3612 (Comm) (2014) GBC 57 is included, a 2014 case concerning whether a South Korean company business had a 'place of business' in the UK under the Companies Act 2006. The Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2015 are mentioned in reference to certain restrictions applying to companies registered in an EEA jurisdiction. The 2014 case of Azko Nobel NV v Competition Commission [2014] EWCA Civ 482 is discussed as it provides an example of how 'carrying on business' can be interpreted by the courts, in this case by the Enterprise Act 2002. Chapter 31 has been reviewed by Professor Gerard McCormack, School of Law, University of Leeds, and includes a new section on the effect of errors in the registration process and the Registrar's liability for mistakes. Professor McCormack takes a detailed look at the relevant case-law in this area concerning duty of care, including the 2015 case of Sebry v Companies House and Another [2015] EWHC 115 (QB) (2015) GBC 4.

Chapter 34 has been updated by Tim Prudhoe, Kobre & Kim, and includes, among other things, the 2015 case of Sebry v Companies House and Another [2015] EWHC 115 (QB) (2015) GBC 4, which looks at the failure by Companies House to issue correct information.

Chapter 42 has been revised by Professor Alistair Alcock, Professor and Dean of the School of Law, University of Buckingham. Among other amendments, the 2014 tribunal decision of Hannam v FCA [2014] UKUT 0233 (TCC) is examined in relation to inside information and improper disclosure.

Chapter 47 has been updated by David Southern QC, Temple Tax Chambers, and includes the latest FRS (Financial Reporting Standards) and IFRS (International Financial Reporting Standards).

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