Amendments to the Companies Act - implications for electronic communication

Draft Statutory Instrument 2000:

The Companies Act 1985 (Electronic Communications) Order 2000

Background

Under The Companies Act 1985, companies are obliged to correspond with their members in a number of circumstances. The desirability, in terms of both costs and time, of being able to do this electronically is apparent.

However, there is uncertainty as to whether The Companies Act 1985 permits such electronic communications to take place. In certain cases, such as the publishing of accounts and reports, electronic communications are clearly prohibited. In other cases, though the wording is capable of sustaining interpretation in electronic terms, it is unlikely that such a reading was envisaged upon enactment in 1985. Uncertainty, therefore, hampers the commercial viability of electronic communication for companies.

In order to clarify the position of electronic communications and to ensure that companies are operating within the law, The Companies Act (Electronic Communications) Order 2000 has been drafted.

Provisions

The order will make amendments to The Companies Act 1985 to the effect that many communications between companies and their members, debenture holders and auditors, and companies and the registrar of companies, will be authorised and enabled to take place electronically. The provisions permit:

• annual accounts and summary financial statements to be delivered electronically or published on a web site;
• the electronic appointment of proxies;
• the electronic announcement of meetings;
• an electronic address to be substituted for a postal one;
• the electronic delivery to the registrar of companies of documents and statements relating to the registration of a company and to compliance with the requirements for registration;
• the electronic attestation of signatures of subscribers to the memorandum and articles of association;
• the registrar of companies to act upon information or documents received in electronic form.

Status

This draft order, which is due to come into force by 2001, will amend The Companies Act 1985 under powers conferred upon the Secretary of State by ss. 8 & 9 of The Electronic Communications Act 2000. The Order was approved in standing committee on 8th November 2000 and is due for formal resolution in the Upper and Lower Houses in the near future.

For further information, please contact Simon Howley by e-mail at [email protected] or by Tel on +44 020 7367 3566.