The Small Business, Enterprise and Employment Act 2015 (Act) received royal assent on 26 March 2015.
The Act includes proposed amendments to the Companies Act 2006 (CA 2006) and the Company Directors Disqualification Act 1986. Implementation of the various sections of the Act is being staggered.
Key measures with corporate relevance include:
- Measures aimed at increasing transparency around who controls UK companies and to deter and sanction those who hide their interests. These include requiring companies and LLPs to keep a register of persons with significant control, the abolition of bearer shares, and restrictions on the use of corporate directors.
- Applying directors’ duties to shadow directors.
- Provisions aimed at simplifying company filing requirements to reduce duplication and improve flexibility in companies’ dealings with the Registrar. These include removing the requirement to file an annual return and replacing it with a requirement to file a confirmation statement stating that the company has delivered all information it was required to provide in the period to which the confirmation statement relates.
- Changes to the information to be included in statements of capital.
- Amendments to the directors’ disqualification regime to strengthen the rules that prevent an individual from acting as a director where that individual has committed misconduct.
- Allowing for regulations requiring large companies and LLPs to publish information about their payment practices and policies, and their performance by reference to those practices and policies.
In preparation for the implementation of the Act, we make the following recommendations:
Remove any bearer shares by following the procedure set out in the Act.
Persons with Significant Control (PSC) register
Consider which companies within the group will be required to keep a PSC register and how easy it will be to identify any PSCs. Are any PSCs likely to want to take advantage of the protection regime so as to limit disclosure requirements? Further guidance on the PSC register (statutory and non-statutory) is currently being produced by the government.
Consider whether the company will take advantage of the new option to keep any of the registers of directors, directors’ residential addresses, secretaries, members or PSCs at Companies House.
Payment practices and policies disclosure
Consider whether the requirement will apply to any companies within the group and, if so, whether current systems allow each company to acquire the relevant information. As currently drafted, the regulations will require reporting on an individual company (rather than at group) level. It is proposed that the requirements will apply to large private companies, large LLPs and large quoted companies (but not small and medium quoted companies, as originally proposed).
Check whether the group has any corporate directors and, once the exemptions are finalised, whether any of them apply.
Companies House forms
Check that forms being used are up to date, including in respect of new director appointment, where the consent to act procedure is being replaced.
Please do not hesitate to contact the Corporate Commercial department at Slater Heelis LLP on 0161 975 3805 if you have any further questions.