Significant changes for UK companies are on the way courtesy of ‘The Small Business, Enterprise and Employment Bill’.

The Small Business, Enterprise and Employment Bill is currently making its way through Parliament.

The main 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 of the 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 with those with the highest impact being delivered in the final stage. Further changes may also still happen during and following the passage of the Bill through Parliament with implementation expected to take around 18 months from the date of Royal Assent.

The key changes

Bearer shares

Share warrants to bearer (known as ‘bearer shares’) will be abolished. Any existing share warrants will need to be surrendered within 9 months

October 2015

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.

Date of birth

Partial suppression of date of birth will take place on the public register by suppressing the day element for directors and for people with significant control (PSC’s)

Director disputes

A simpler way will be afforded 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 will be offered to provide a remedy where a company is using an address for its registered office but never had authorisation.

Accelerated strike-off

The time it takes to strike companies off the register will be reduced.

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 such information from April 2016 onwards.

April 2016 onwards

‘Check and confirm’ – an alternative to the annual return

There will be 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’ times.

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

There will be a simplification of the statement of capital and consistency throughout the Act.