Latest news Issued By Companies House concerning changes to the Companies Act for preparation of new Money Laundering Regulations requiring a public register of any beneficial owner and helping to restore trust and transparency in UK companies.
The measures include abolition of bearer shares and the restriction of corporate directors. better use of the statement of capital and a certificate of no change could see the end of the annual return for many
What?
The Small Business, Enterprise and Employment Bill is currently making its way through Parliament and contains a number of measures which together represent significant change for customers.
Why the changes?
The measures 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
Impact to customers?
All companies will be affected by at least some changes as the measures will change legal requirements on companies, including what they file.
In order to deliver the measures by their proposed dates, the changes will be made to existing Companies House systems and processes.
When?
It is important to understand things may change during the passage of the Bill and subsequently. When the Bill reaches the end of its parliamentary journey, it will be given Royal Assent, and at that point will become an Act.
We currently envisage changes being implemented in three tranches following Royal Assent with the highest impact changes being delivered in the final stage. Implementation might be expected to take around 18 months from the date of Royal Assent, a guideline to the implementations and draft timescales are below (these are subject to change)
Tranche 1: (2 months after Royal Assent)
- Share warrants to bearer (“Bearer Shares”) will be abolished. Any existing share warrants will need to be surrendered within 9 months.
Tranche 2: (possibly October 2015)
- 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 an exception or to replace the Corporate Director with a natural person.
- A new process to provide a remedy where a company is using an address for its registered office but never had authorisation
- Partial suppression of Date of Birth on the public register: suppressing the day element for directors and PSCs (see ‘People with Significant Control’, below).
- The time it takes to strike companies off the register will be reduced.
- 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. Alongside this a simpler way to get falsely appointed directors’ details removed from the register will be introduced.
- Companies House will replace the current requirement to provide 3 pieces of personal information as confirmation of directors’ and secretaries’ consent to act, with a statement of truth that a director/secretary consented to act in the relevant capacity. This statement will be integrated into the appropriate Companies House form or transaction.
Tranche 3: (possibly April 2016)
- 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.
- Companies will need to take reasonable steps to identify People with Significant Control over the company and maintain a register of that information (‘PSC register’). This information will be filed at Companies House on incorporation and updated at Check and Confirm
- Simplification of the statement of capital and consistency throughout the Act
- 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.
- Companies will be able to deliver certain categories of optional information to the registrar
- Companies House will widen its use of electronic communications
- The disqualified directors regime will be updated and strengthened