Introduction: the Companies Act 1985 and the Companies Act 2006

For more than two decades the Companies Act 1985 (‘CA 1985’) has been the main piece of primary legislation directly governing British companies. It has been added to and had bits removed, but the CA 1985 has remained the ruling force. All that changed on 8 November 2006, when the Companies Act 2006 (‘CA 2006’) received Royal Assent. Consisting of approximately 1,300 sections and 16 schedules, the CA 2006, the largest piece of legislation ever to be passed by Parliament, is a thorough modernisation and a substantial, but not complete, consolidation of the then existing company legislation, following an extensive review and consultation process.

The CA 2006 has redrafted company law to meet better the needs of small business by adopting a ‘think small first’ approach. The Act also extends GB company law to Northern Ireland, where previously it had required separate Northern Ireland legislation. In addition to reproducing much of the content of the CA 1985, the 2006 Act contains a number of new provisions, some of the key ones of which we highlight in appropriate chapters. Some of the content of the CA 1985 has been reproduced in statutory instruments supporting the CA 2006, rather than being included in the Act itself where it is harder to change subsequently; this is particularly important where detailed accounting provisions are prescribed.

Very little of the CA 2006 came into force immediately and, indeed, although full implementation was originally scheduled for October 2008, this has now been postponed until October 2009. Nevertheless, the CA 2006 has been gradually coming into force.

In the main, the accounting provisions both in the CA 2006 and in its supporting statutory instruments apply to accounting periods beginning on or after 6 April 2008.