12 September 2016

Further company law changes implemented under the Small Business, Enterprise and Employment Act 2015

From 30 June, companies became subject to the requirement to file information regarding 'People with Significant Control' (PSCs) with their annual confirmation statement (which replaces the Annual Return). These measures follow earlier company law changes phased in under the Small Business, Enterprise and Employment Act 2015 (the Act). See 4 June 2015 Changes to Corporate Transparency rules in the UK; and 14 March 2016 PSC register deadline approaching!.

Confirmation Statements

Since 6 April 2016, every UK company and LLP (with a few exceptions for certain listed entities) has been required to maintain a PSC register containing the names and other details of the individuals or relevant legal entities who control the company. The information contained in the register now needs to be filed at Companies House in a confirmation statement.

The confirmation statement also replaces the annual return. Companies will need to check the information held on its registered office, directors, location of registers, shareholder information, statement of capital and standard industry classification (SIC code). If there have been any changes since the last confirmation statement was filed companies will need to complete the relevant Companies House form and submit it at the same time as the confirmation statement.

The filing of the annual statement of capital has also changed. Where there have been no changes in the capital of the company, confirmation of this can be made in the confirmation statement. A full statement of capital will only be necessary when changes to the capital have been made during the year but the information requirement has been simplified; there is no longer a requirement to show the amount paid up and unpaid on each share. Companies only need to show the aggregate amount unpaid on the total number of shares. This simplified information is intended to assist shareholders and creditors as it will show any money which is still due to the company.

Filing requirements

A fee of £13 will be payable for online filing or £40 if the confirmation statement is filed by post. This fee will only be charged once a year, irrespective of how many times a company updates its records.  The new filing requirements are designed to encourage companies to update their records more frequently and will improve the way static information on companies is held by Companies House. New companies incorporated from 30 June 2016 will need to file PSC information on incorporation and then annually in the confirmation statement.

Corporate directors

Lastly, the Act introduces a ban on corporate directors, expected to come into force in October 2016 (having been delayed from October 2015). Exceptions to the ban will apply but the government's consultation process has not yet been published and so it is unclear in what circumstances corporate directors will be permitted. Companies should begin to identify if they or any related companies (particularly within group structures) currently have corporate directors and consider who might replace any corporate directors, bearing in mind the statutory responsibilities and obligations that individual directors have.     

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