UK: the new regime for the registration of company charges

The Companies Act 2006 (Amendment of Part 25) Regulations 2013 were made on 12 March and come into force on 6 April 2013. The Regulations bring about the introduction of a new regime for the registration of company charges. The provisions of Chapters 1 and 2 of Part 25 of the Companies Act 2006 are to be repealed and replaced by a new Chapter A1 of Part 25 which sets out a single scheme applying to companies irrespective of their place of registration in the UK. Further information is available in the accompanying explanatory memorandum available here (pdf).

UK: registration of company charges - update on new regime

Companies House has provided further information about the introduction of the new system for the registration of company charges due to be introduced in April this year: see here. The changes will be brought about by the Companies Act 2006 (Amendment of Part 25) Regulations 2013, making changes to Part 25 ("Company charges") of the Companies Act 2006.

UK: the registration of charges by companies and LLPs - consultation on draft legislation

The Department for Business, Innovation and Skills is seeking final views on draft legislation to reform the current system for the registration of charges by companies and limited liability partnerships: see here. Updated explanatory notes, which also contain several questions for consultation, are available here (pdf). The draft of the Companies Act 2006 (Amendment of Part 25) Regulations 2012 is available here (pdf) and the draft of the Limited Liability Partnerships (Application of Companies Act 2006) (Amendment) Regulations 2012 is available here (pdf).

UK: the Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011

The Overseas Companies (Execution of Documents and Registration of Charges) (Amendment) Regulations 2011 were laid before Parliament on 7 September and come into force on 1 October: see here or here (pdf). An explanatory memorandum is available here (pdf). One of the purposes of the Regulations is to remove the requirement imposed on certain overseas companies to register with the Registrar of Companies any charge created over UK property. Further guidance has been published by Companies House: see here.

UK: reforming the scheme for the registration of charges created by companies and limited liability partnerships

The Department for Business, Innovation and Skills has published for consultation further details of the revised scheme for the registration of charges created by companies and limited liability partnerships: see here (pdf). Responses are sought by 30 September 2011. The Government's intention is to publish draft Regulations in early 2012 with the amendments to Part 25 (Company Charges) of the Companies Act (2006) coming into force on 1 October 2012.

BVI: FSC consults on Business Companies Act changes

The British Virgin Islands Financial Services Commission is proposing changes to the Business Companies Act 2004 following recommendations made by a company law advisory committee. A draft of the BVI Business Companies (Amendment) Act 2011 and the BVI Companies Regulations 2011 have been published for comment: see, respectively, here (pdf) and here (pdf). Explanatory notes are available here (pdf). The changes cover, amongst other things, company names, the duties of alternate directors, the registration of charges and the creation of a new type of company: the not for profit company.

UK: the registration of charges - issues to be resolved before preparation of draft regulations

Earlier this month the Department for Business, Innovation and Skills published a document seeking views on some issues to be resolved before it prepares draft regulations in respect of the proposed reforms of the registration of charges regime: see here (pdf).

UK: company law reform - what next?

Following the publication yesterday (see here) of the results of an evaluation of the Companies Act (2006) carried out on behalf of the Department for Business, Innovation and Skills, the Government has outlined its future priorities with regard to company law. These include proposals to modernise and simplify the current system for the registration of company charges (details of which have already been published: see here), as well as a review of whether a new corporate form for single person businesses would reduce costs for entrepreneurs. For further information see here.

UK: registration of company charges - responses to BIS consultation published

Earlier this year the Department for Business, Innovation and Skills published a consultation paper seeking views on proposals for the reform of the legal framework governing the registration of charges by companies and limited liability partnerships: see here (pdf). A summary of the responses received was published yesterday: see here (pdf).

UK: Scotland: application for late registration of a charge declined

Lord Hodge, sitting in the Court of Session, Outer House, has declined an application for late registration of a charge under Section 420 of the Companies Act (1985): see Salvesen, Re Companies Act [2009] CSOH 161. The application had been made after the company had entered administration. In rejecting the application, Lord Hodge observed (para. [12]):

The onset of formal insolvency, as a general rule, fixes the position of creditors, who are ranked on the insolvent estate in accordance with their strict legal rights. From then on, the insolvency practitioner holds the company's assets for the benefit of the creditors in accordance with the rights which the general law gives them as to ranking. For the court thereafter to interfere with that ranking would be a serious step. I do not exclude the possibility in exceptional circumstances of the court allowing the late registration of a charge after formal insolvency had commenced, for example where a creditor had been the victim of fraud and especially if the perpetrator stood to gain in the insolvency through the invalidity of the charge. But in the absence of exceptional circumstances, I do not consider that it is just and equitable to interfere with the statutory ranking of creditors on insolvency".