Statutes
| Published date | 01 March 1968 |
| Date | 01 March 1968 |
| DOI | http://doi.org/10.1111/j.1468-2230.1968.tb01182.x |
S’l’
ATUTE
S
COMPANIES
ACT
1967
IT
would perhaps be misleading to speak of the
“
object
”
of
so
miscellaneous a statute as the Companies Act
1967.
That it incor-
porates some useful features is undeniable. In other respects, it
betrays superficiality and haste, though the promise of future
legislation to some extent disarms criticism.’ Broadly, its most
important features are the abolition of the exempt private company,
the extension of disclosure requirements, a limited foray into the
area of directors’ duties, and the regulation of insurance companies.
For
reasons
of
space, this note is concerned primarily with the
general company law provisions of the Act.
The exempt private company, created in
1048
as a means of
providing privacy for the affairs of the small family business,
became in due course the dominant form of private company, used
both by the small concerns for which
it
was originally created and
by many larger concerns as Of its privileges, only the
privilege of nondisclosure was strongly defended by
1961,
and this
had to be balanced against the interest of creditors and the public
in full disclosure.8 In an attempt to reconcile these claims, the
exempt private company is abolished,
so
forcing all limited com-
panies to file accounts.4 Exemption from disclosure is conferred
upon the unlimited company provided that certain conditions are
met. These are that at no time has the unlimited company been
to its
“
knowledge
”
the subsidiary of a limited company, the
holding company of a limited company,
or
the promoter of a trading
stamp ~cheme.~ In order doubtless to enhance creditor protection,
the Act imposes new requirements on conversion from the unlimited
to the limited form and vice versa. An unlimited company may
register as limited provided that it has not previously converted,
Further meaRiIres dealing with the structure and philosophy
of
company law
have been promised. See H.C.Deb. (5th ser.),
Vol.
741,
col.
359
(Mr. Jay).
Both fears
(“
its philosophy will be false, its politics wome, and
.
. .
its
economics disastrous,”
Vol.
741,
col.
392,
per
Sir
J.
Vaughan Morgan) and
some rather bizarre hopes (the ah:lition
of
the Stock Exchange by
1980
in
favour
of
‘’
investment collectives
:
ibid.
col.
429,
per
Mr. Atkinson) have
been expressed.
Report
of
the Company Law Committee, Cmnd.
1749,
pare.
57
(1062):
Wedder-
bum,
Company
Ldaw
Reform
(1965),
found that
by
1907
the percentage had
riscn
to
77
per cent.
or
some
323,000
companies.
By
1907
it had riwn to
3fi0.000
coui panies.
Report
of
the Company Law Committee, Cmnd.
1749,
paras.
54,
GO.
See
also
per
Mr. Jay at note
1
above.
Companies Act
1967,
8.
2.
The private company
is
of
course retained. but
the benefits
of
80
organising are much
reduced.
By Sched.
2,
claiise
13
A (5)
independent cotnpnniea with a turnover
of
less than
J30,OOO
nPed not discloye
turnover figures.
Companies Act
1967,
8.
47.
188
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