Tuesday, 5 May 2015

What is the Law in your Life?

5 you need to know (from a company law perspective) about the Small Business, Enterprise and Employment Act 2015:

1.   The new PSC register.

Provisional implementation date January 2016

UK companies (other than companies which already report under the Disclosure and Transparency Rules) will be required to create and maintain a register of “persons with significant control” (“PSC”). The intention is that this register will be made publicly available provided the inspection is for a "proper purpose". A PSC register should include any person who (i) holds 25% or more of the issued share capital of a company, or (ii) who exercises 25% or more of the voting rights, or (iii) who is entitled to appoint or remove a majority of the board of directors, or (iv) any person who can exercise “significant influence or control” over the company. Companies will be required to file details of their PSC register at Companies House along with the new confirmation statement, envisaged as replacing the annual return (see further below).

2. Removal of the requirement for companies to file an annual return at Companies House.

Provisional implementation date April 2016

The annual return with a set date will be replaced by a confirmation statement, which must be filed at Companies House not more than 12 months from the previous statement of confirmation, incorporation or annual return. The filing period for the confirmation statement is reduced to 14 days from the existing 28 days for the annual return. The statement must confirm that all information required to be delivered by the company in respect of the relevant period has been delivered. Information includes changes to the registered office address, directors and company secretary’s details, directors’ residential addresses, statement of capital, details on register of members and of the PSC register

3. Option for private companies to keep statutory information on a central register.

Provisional implementation date April 2016

Instead of keeping their own registers, private companies will have the option to keep certain statutory registers on the central register, kept by Companies House, The scope of the information includes the registers of members, the PSC register, the register of directors, the register of directors’ usual residential addresses, and the register of secretaries. A company may only elect to keep its register of members on the central register if all members agree.

4. All company directors to be natural persons
Provisional implementation date October 2015

All directors will be required to be natural persons. Existing companies will have 12 months to comply and once this 12 month period has passed, any director appointment that is not a natural person will automatically cease. The Secretary of State can make exceptions to this general rule and the approach to exceptions will be finalised after the General Election on 7 May 2015.

5. Protection of date of birth information.

Provisional implementation dates October 2015 (directors) and April 2016 (PSCs)

Complete date of birth information held by Companies House will no longer be made available to the public (just the month and year) to make identity theft more difficult. Companies will still need to send Companies House full details of the dates of birth of their directors and PSCs and this information will remain available for inspection on the register held by the company.