The Act contains a number of measures which together represent significant change for companies and Companies House customers.
The Small Business, Enterprise and Employment Act received Royal Assent in March 2015.
All companies will be affected in some way, as the Act changes your legal requirements, including what you file with Companies House. This will impact your company’s systems and processes.
The changes with the highest impact will be delivered in the final stage, giving you more time to get your company ready. Changes may still happen as secondary legislation passes through Parliament.
People with significant control (PSC) register – April 2016
Companies, LLPs and SEs need to keep a register of people with significant control (“PSC register”) from 6 April 2016.
A PSC is anyone in a company, LLP or SE who meets one or more of the conditions listed in the legislation. This is someone who:
- owns more than 25% of the company’s shares
- holds more than 25% of the company’s voting rights
- holds the right to appoint or remove the majority of directors
- has the right to, or actually exercises significant influence or control
- holds the right to exercise or actually exercises significant control over a trust or company that meets one of the first 4 conditions.
From June 2016, the Annual Return is being replaced. Instead, you will file a “confirmation statement” at least once a year. You need to check and confirm the company information held with Companies House and let them know if there are any changes. (Note that this is NOT the filing of Financial Statements.)
There will be a fee to pay with the confirmation statement, which Companies House are increasing from the current fee of £13.00 charged to submit an Annual Return. You can update your record as many times as you need to, but only be charged once a year.
For most companies, this will be the first time of notifying Companies House of your company’s “People with Significant Control” (PSC). New companies will also provide this information on their incorporation documents.
If your company was incorporated before 30 June 2016, you will need to provide this information in your first confirmation statement. It is a criminal offence to not provide the information. Failure to provide accurate information on the PSC register and failure to comply with notices requiring someone to provide information are criminal offences, and may result in a fine and or a prison sentence of up to two years.
Accelerated strike-off – 10 October 2015
The time it takes to strike a company off the register if it is not carrying on business or operation has been reduced. The accelerated strike-off process aims for the right balance between removing a defunct company from the register and allowing creditors time to register an objection.
Under old legislation, if no objection was received, the company was struck off not less than three months after publication of a notice in The Gazette. Under the new timescales, the company is struck off not less than two months from publication of the Gazette notice.
If you are objecting to a company being struck off, this also means you now have two months to object, instead of three.
Companies House is not re-advertising a first Gazette notice once a valid objection has expired. If you previously relied on this as a prompt to renew your objection, it is important to realise this no longer happens. All objections need to be lodged within two months of the first Gazette notice.
Date of birth – 10 October 2015
It has always been a requirement of the Companies Act 2006 for directors to provide a full date of birth. Companies House are now giving more protection by suppressing the day of birth on the public record.
The full date of birth still needs to be provided to Companies House, but won’t be shown in full on their data products or on images or new filings.
Your full date of birth will only be disclosed in exceptional circumstances (for example to credit reference agencies, or to the police). This procedure is similar to how residential addresses are protected.
You will still need to enter your date of birth into the register of directors, PSC register or both.
Consent to act as an officer – 10 October 2015
For newly appointed officers, a statement has been added to the relevant appointment and incorporation forms (paper and electronic) that the person has consented to act in their relevant capacity.
Companies are required to agree to this statement. This replaced the previous consent to act procedure of providing a signature on paper forms and personal authentication on electronic filings.
As part of this, 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 general legal duties.
Company registers – June 2016
Private companies will be able to opt to keep certain information on the public register, instead of holding their own statutory registers. This will apply to registers of:
- members
- directors
- secretaries
- directors’ residential addresses
- people with significant control (PSC)
This is voluntary, and your company can continue holding its own registers if you prefer.
Outcomes to consider
If your company elects to hold registers information at Companies House, this becomes part of the public record.
For example, information such as shareholders’ addresses or directors’ dates of birth are protected when registers are held by the company. This information becomes part of the public record when the information is kept at Companies House.
Companies can opt in and out of holding register information on the public record at Companies House, but any sensitive information that was placed on the public record while register information was held at Companies House continues to remain part of the public record.
Registers that remain at the company’s ROA or single alternative inspection location (SAIL) continue to be bound to the normal inspection rules that currently apply. If the information is held on the public record at Companies House, it’s available for inspection to anyone via their website.
Statement of capital – June 2016
Statement of capital will be simplified. The changes remove the requirement to show the amount paid up and unpaid on each share. Instead, you now need to show the aggregate amount unpaid on the total number of shares. This figure is more useful for shareholders and creditors as it shows money which is still due to the company.
Currently, a statement of capital needs to be provided every year on the annual return. Instead, you can now simply show on the confirmation statement that there have been no changes for that year.
You will only need to provide a full statement of capital where changes have been made during the year. This will avoid you having to provide duplicate information to the registrar.
For further information and guidance on the above, please call us to discuss in more detail.
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