The Small Business, Enterprise and Employment Act has now received Royal Assent and is expected to be implemented to the timescales set out below.
The measures that affect companies aim to:
- reduce red tape whilst increasing the quality of information on the public register
- enhance transparency and ensure the UK is seen as a trusted and fair place to do business
All companies will be affected by at least some changes, as the measures will change legal requirements on companies, including what they file with Companies House – which will impact companies’ systems and processes.
It is currently expected that changes will be implemented in three stages – those with the highest impact being delivered in the final stage. Changes to the implementation schedule may still happen during and following the passage of associated secondary legislation through Parliament.
26 May 2015 – Bearer shares
Share warrants to bearer (known as ‘bearer shares’) were abolished. Any existing share warrants will need to be surrendered within 9 months
October 2015 –
Date of birth
Partial suppression of date of birth on the public register: suppressing the day element for directors and People with significant control (PSC).
Accelerated strike-off –
The time it takes to strike companies off the register will be reduced.
Statement of truth
Replacement of the ‘consent to act’ procedure. When a new director is appointed on the company record, the company files a ‘statement of truth’ confirming that the person has consented to act as a director. This will be incorporated into the filing and will not require a separate statement. See also: the new director disputes procedure.
December 2015
Director disputes
A simpler way to get falsely appointed directors’ details removed from the register. As part of this, Companies House will write to all newly appointed directors to make them aware that their appointment has been filed on the public register and explain their statutory general duties.
Registered office disputes
A new process to provide a remedy where a company is using an address for its registered office but never had authorisation.
January 2016
People with significant control (PSC)
Companies will need to keep a register of people with significant control (‘PSC register’) from this point, in preparation for the need to file this information at Companies House from April 2016.
April 2016
Check and confirm
A requirement to ‘check and confirm’ the company information and notify changes if necessary at least once every 12 months. This will replace the current obligation to file an annual return.
People with significant control (PSC)
Companies will need to keep a ‘PSC register’. This information will be filed at Companies House on incorporation and updated at ‘check and confirm’.
Additional information
Companies will be able to deliver certain categories of optional information to the registrar.
Company registers
Private companies will be able to opt to keep certain information on the public register only, instead of statutory registers. This will apply to the registers of members, directors, secretaries, directors’ residential addresses and the PSC register.
Directors misconduct
The disqualified directors’ regime will be updated and strengthened.
Statement of capital
Simplification of the statement of capital and consistency throughout the Act.
October 2016
Corporate directors
A prohibition on appointing corporate directors will be introduced with some limited exceptions. Any company with an existing corporate director will need to take action, to either explain how they meet the conditions for an exception or give notice to the registrar that the person has ceased to be a director.