Company Law Lead

Implementation of Company Law changes delayed

Thu 17 Sep 2015

An updated timetable for implementation of the Small Business, Enterprise and Employment Act 2015

In August, Companies House announced a two-month delay to the implementation of the new People with Significant Control Register (PSC Register), part of the 2015 Small Business, Enterprise and Employment Act. This has consequently delayed the introduction of the replacement for the annual return, the check and confirm process. The announcement by Companies House follows on from earlier announcements delaying the prohibition on the appointment of corporate directors for twelve months.

With these delays in mind, it’s more important than ever to be prepared for the major changes coming into force over the next few months.

May 2015

Share warrants to bearer were abolished and now, any existing share warrants will need to be surrendered within nine months.

October 2015


There will be partial suppression of directors’ dates of birth on the public register and the time it takes to strike companies off the register will be reduced.

October will also see the replacement of the ‘consent to act’ procedure. For newly appointed directors and secretaries, companies must confirm that the person has consented to act in their relevant capacity. This replaces the need for appointees to sign or authenticate their appointment form.

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.

December 2015


A simpler process to get falsely appointed directors’ details removed from the register will come into force. This would include instances where it cannot be proved that a director consented to be appointed. 


A new process to provide a remedy where a company is using an address for its registered office but either never had or no longer has authorisation will also be introduced.

April 2016


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 30 June 2016.

June 2016


From June, there will be a requirement to ‘check and confirm’ the company information by filing a ‘confirmation statement’ and notify changes if necessary at least once every 12 months. This will replace the current obligation to file an annual return. 


PSC register information will be filed at Companies House on incorporation and updated at ‘check and confirm’. 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. 


The disqualified directors regime will also be updated and strengthened in June. 
Simplification of the statement of capital and its consistency throughout the Act will likewise take place.

October 2016


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.

In late 2016/early 2017, companies will be able to deliver certain categories of optional information to the registrar.

October 2017

Any remaining corporate director appointment not meeting the criteria for exemption will terminate.

 


If you require any additional information, please contact your Equiniti relationship manager.