Corporate

Readers will recall that a number of changes to company law are going to be implemented in stages by virtue of the Small Business, Enterprise and Employment Act 2015. The changes started to take effect in May this year.

The government has recently published a revised timetable for implementation.

While some changes are going ahead as originally planned, many have been pushed back, and a few have been significantly delayed.

Here’s where things currently stand:

10 October 2015

  • Companies will no longer provide Companies House with a “consent to act” when a new director or secretary is appointed. In other words, the new officer will not have to sign an appointment form. Instead, the onus shifts to the company which will be required to confirm on the appointment form that the person has consented to act.
  • Companies House will be obliged to notify new company directors as soon as reasonably practicable after their appointment has been registered, and to provide them with information about directors’ duties.
  • Companies House will omit the day of the date of birth of company directors from the information on the register available for public inspection. Subject to certain conditions, Companies House can still disclose full date of birth information to credit reference agencies and to public authorities specified by regulations.
  • There will be a reduction in the timescales for striking off companies from the register. This will reduce to about 2 months for voluntary strike off and to 3-4 months where Companies House initiates the striking off process.

December 2015

  • A new process will be introduced enabling Companies House to deal with certain types of dispute relating to use of an address as a company’s registered office without authority.
  • There will be a new procedure for falsely appointed directors to get themselves removed from the register.

April 2016

Companies will be required to create and maintain a new register of “persons with significant control”. This measure is intended to increase the transparency of ownership of UK companies. Please see our previous blog for more information on this.

This new requirement was originally supposed to come into effect in January 2016. The delay in implementation is welcome.  It was hard to see how companies could realistically have been in a position to comply given that the regulations and statutory guidance containing details of the requirements are still to be finalised.

June 2016

The following changes are expected to come into force (all slipping from an original implementation date of April 2016):

  • Companies will be required to provide Companies House with details of their “persons with significant control” and Companies House will make that information publicly available.
  • The annual return will be replaced by a “confirmation statement”. Essentially, this will just require the company to confirm that it has sent Companies House all the information it was supposed to file during the year or, if relevant, send any update now in the confirmation statement.
  • There will be minor changes to the content of the “statement of capital” (i.e. details of a company’s issued share capital which the company is required to provide to Companies House in certain situations). Specifically, it will no longer be necessary to include the amount paid up and unpaid on each share.
  • Private companies will be able to opt to keep information in certain statutory registers on the public register at Companies House.

October 2016

Companies will be prohibited from having corporate directors (this was originally scheduled for October 2015). There will be some exceptions on which the government has been consulting.

Late 2016/2017

It is expected that companies will be able to supply additional voluntary information to Companies House in late 2016 to 2017 (originally scheduled for April 2016).

Brodies can help you understand how these changes will affect your company and support you in preparing for them. Please get in touch with your usual Brodies contact if we can help.

Fiona Beal