Company Law Update 2015 – Appointment of new directors – consent to act and notification of their duties

The Government has recently introduced the Small Business, Enterprise and Employment Act 2015.

One of the proposed changes relates to the current ‘consent to act’ requirement on forms notifying the appointment of a director or secretary to Companies House. For any Companies House appointment or incorporation forms filed on or after 10th October 2015, a new director or secretary will no longer need to sign the form (or provide personal authentication on an electronic filing) to consent to act. Instead, the Company, or the subscribers to the memorandum of association on incorporation will give a statement on the form confirming that the individual has consented to act. This switches the onus for confirming an individual’s consent to act from the individual to the company.

Action

We recommend that the appointment of a new director or secretary is formally approved in accordance with the company’s articles of association (usually by resolution of the board of directors). It is essential that the board resolution, or other approval, records that the individual has consented to act. To avoid any questions as to whether an individual has consented to act, we recommend obtaining written confirmation from the individual.

Please do not hesitate to contact the Corporate Commercial department at Slater Heelis LLP on 0161 975 3805 if you have any further questions.