LONDON, July 21 -- Upcoming changes from the Companies Act 2006 require
businesses to substantially change the way in which they file their records.
From October 1st 2009, companies will have to meet stringent new rules, such as
including details of Voting Rights in their annual return; re-filing any
register locations outside of the main registered address and making sufficient
provision for a declaration of Directors’ interests.
Thousands of companies are simply not aware of the potentially huge
administrative burden that they have to be prepared for by the first of October
and have not put into place procedures and process for coping with the changes.
The new Statement of Capital requirement means ’Voting Rights’ must
be entered for every share class of every company and to be replicated within
the body of the annual return and associated forms. This could range in size
from 1 to 100 pages of text, depending on company type.
Also from October 1st, Directors have a legal duty to ’avoid a situation
in which [they have], or can have a direct or indirect interest that conflicts,
or possibly may conflict, with the interests of the company’. It is
essential that companies have in place a mechanism for declaring
Directors’ interests to other Directors in a timely and accessible manner.
In addition, tens of forms that are either new or which require extra
information will be introduced from the October date.
According to Mark Selinger, Managing Director of Computershare Governance
Services (CGS), many companies are risking non-compliance: We spend a huge
amount of time speaking with listed companies relative to reporting requirements
and it worries me that so many are not ready for these changes. Almost every
day, we’re meeting with companies who have not yet started thinking about
introducing the necessary changes for October 1st. Really, they should be taking
a good six to eight weeks to ensure that they’ll be fully compliant with
the requirements and will not be risking penalties by being badly prepared.
Failure to comply with reporting requirements under the Companies Act can lead
to fines or even imprisonment for repeat offenders and Companies House has said
that it will be much more stringent in imposing penalties on defaulters going
CGS will be introducing an upgrade to its software in August 2009, which will
include functionality to meet all of the new requirements, giving Company
Secretaries plenty of time to prepare to meet the October deadline.
About Computershare Governance Services
Computershare Governance Services is the world’s leading supplier of
entity management and subsidiary governance solutions. Today over 250,000 legal
entities are administered, governed and kept compliant using our software.
We have over 500 clients around the world using our solutions and they are
supported by our North American facilities in Toronto, Houston, New York and
Shelton, Connecticut, our Asia Pac facilities in Melbourne and Sydney, and our
European facilities in Munich, London and the headquarters in Monaghan, Ireland.
For more information, please visit http://www.cgs.computershare.com.
About Computershare Limited (CPU)
Computershare (ASX:CPU) is a global market leader in transfer agency and share
registration, employee equity plans, proxy solicitation and stakeholder
communications. We also specialize in corporate trust services, tax voucher
solutions, bankruptcy administration and a range of other diversified financial
and governance services.
Founded in 1978, Computershare is renowned for its expertise in data
management, high volume transaction processing, payments and stakeholder
engagement. Many of the world’s leading organizations use these core
competencies to help maximize the value of relationships with their investors,
employees, creditors, members and customers.
Computershare is represented in all major financial markets and has over 10,000
For more information, visit http://www.computershare.com.
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