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Tuesday, 14 July 2015 00:00

The Small Business, Enterprise and Employment Act 2015

We would like to inform you that a Bill related to the subject matter received a Royal Assent on 26 March 2015, which formulates very important changes to the Companies Act 2006 associated to UK Private Limited companies, and LLPs. A summarised list of the provisions made, is indicated below:

  • improved access to finance for businesses and individuals;
  • regulatory provisions relating to business and certain voluntary and community bodies
  • the exercise of procurement functions by certain public authorities;
  • the creation of a Pubs Code and Adjudicator for the regulation of dealings by pub-owning businesses with their tied pub tenants;
  • the regulation of the provision of childcare;
  • information relating to the evaluation of education;
  • the regulation of companies;
  • company filing requirements;
  • the disqualification from appointments relating to companies;
  • insolvency;
  • the law relating to employment; and
  • for connected purposes.

The measures taken by the implementation of this law as previously mentioned aim to:

  • reduce formalities to some extend while increasing the quality of information on the public register; and
  • increase clarity and safeguard the UK’s reputation of a reliable and unbiased jurisdiction to do business.


As a result, all companies will be affected by at least some changes, as the measures will change legal requirements on companies, including the documents/information filed with Companies House. The new requirements will effect companies’ systems and procedures.

The new provisions of the law will be implemented gradually in three phases, with those having the highest impact to become in effect in the final phase. In the course of the passage of associated secondary legislation through Parliament, changes to the implementation schedule may occur. Therefore, more details will be provided once they become available.

Phase 1

Already came into force on 26 May 2015, and is associated with the abolition of issuance of bearer shares. Existing bearer shares need to be relinquished within 9 months’ time.

Phase 2

This phase concerns the following, which will apply from October 2015:

Corporate Directors

The appointing of corporate directors will be prohibited. Some limited exceptions though, will apply. Companies with an existing corporate director must either provide the Registrar with an explanation as to how they meet the conditions for an exception or proceed with relevant changes for the cessation of the corporate director and the appointment of a natural person.


Date of birth

In compliance with the Data Protection Act, the day of birth of the directors and People with significant control (PSC) will be withheld from public records.

Director disputes

Details of falsely appointed directors will be removed from the register in a simpler way. Upon the appointment of new directors, Companies House will write to them, making them aware of their appointment on the public register and explaining their constitutional general duties.
 

Registered office disputes

A solution where companies use an address for their registered office without having authorisation has finally arrived.

Accelerated strike-off
Strike off procedure will not take four to five months any longer. It will take about three to four months, including notification for proposals of strike off.

Phase 3
From January 2016, all companies will need to keep registers for people with significant control (PSC register), in preparation for the need to file these registers at Companies House from April 2016.    

On April 2016, the following measured and changes will apply:

People with significant control (PSC)
Registers being kept from January 2015 will now be filed with Companies House upon incorporation of all private and public companies and updated at ‘check and confirm’, except those publicly-traded companies which already report under DTR5. A company’s PSC register will be available for public inspection and will be searchable online via Companies House.

People with significant control considered to be individuals who:

  • hold, directly or indirectly, more than 25% of a company’s shares;
  • are entitled, directly or indirectly, to exercise (or control the exercise of) more than 25% of the voting rights in a company;
  • are entitled, directly or indirectly, to appoint or remove (or control that appointment or removal) of a majority of a company’s directors; or
  • have the right to exercise significant influence or control over a company.


Providing the fact that most times the individuals who control a company are others than those listed on the company’s register of shareholders, in many cases the PSC register will look quite different than the shareholder register.

The introduction of the PSC register is a fundamental part of the UK Government’s G8 commitment to greater corporate transparency. The UK has led the way on this issue, with similar moves proposed at EU level as part of the 4th Money Laundering Directive, which was passed by the EU legistation on 20 May 2015. Therefore, all companies and other legal entities incorporated in EU member states will have to keep a register of beneficial owners from the 2017.  

Check and confirm
Filing of the annual return will now be replaced with a confirmation statement. The confirmation statement which shall confirm that all information required to be delivered by the company to the Registrar, be filled every year before the end of a 14-day period from the anniversary date of incorporation.   

Should the company fails to comply with the duty to deliver relevant information an offence is committed by:

  • the company;
  • every director of the company;
  • every secretary of the company should there be one; and
  • every other officer of the company who is in default.


A person guilty of such an offence is liable on summary conviction, and in case of continued violation an offence is also committed by every officer of the company who did not commit an offence.

Additional information on the company registers
Private companies will have the option to choose certain information to be kept on the public register rather than statutory registers. This will apply to the following registers:

  • of members;
  • of director;
  • of secretaries;
  • of director’s residential address; and
  • of the PSC register.


Directors’ misconduct
The law applying to disqualified directors will be updated and strengthen.

Statement of capital
Information on the statements of capital will be filed with the confirmation statement every year, in a more simplified way.





 

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