The Act represents significant change for companies.
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. We will keep you updated and release more information as this becomes available.
Confirmation statement - June 2016
From 30 June 2016, the annual return is being replaced. Instead, you’ll now file a confirmation statement at least once a year. You need to check and confirm the company information we hold for you and let us know if there are any changes.
To complete the confirmation statement you need to:
check the information we hold on your registered office, directors and location of registers – if there’s been any changes, you’ll need to complete a separate form before filing your confirmation statement
check and if necessary update your shareholder information, statement of capital and your standard industry classification (SIC code)
check and confirm your record is up to date
pay the £13 fee to file online or £40 by paper
You can update your record as many times as you need to, but you’ll only be charged once a year. For most companies, this’ll also be the first time you’re notifying us of your people with significant control (PSC). New companies will provide this information on their incorporation documents.
We’ll send you an email alert or a reminder letter to your company’s registered office when your confirmation statement is due.
The due date is usually a year after the incorporation of your company or the date you filed your last annual return. You can file your confirmation statement up to 14 days after the due date.
If your made up date is between now and 30 June 2016, you’ll still need to file an annual return. For example, if your made up date is 20 June 2016, you’ll have until 18 July 2016 to file your annual return (due to the annual return’s 28 day grace period).
Filing your confirmation statement online is the easiest way to submit your confirmation statement, it’s quicker and cheaper than filing by paper.
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.
Filing PSC information - 30 June 2016
Companies are already keeping a ‘PSC register’ by this point. This information now needs to be filed with us on incorporation and updated when you submit later ‘confirmation statements’.
If your company was incorporated before 30 June 2016, you’ll also need to provide this information in your first confirmation statement.
It’s a criminal offence to not provide this information. If you discover you don’t have a PSC, or are still trying to identify one, there are forms you’ll need to file to confirm this.
Protecting PSC information - 6 April 2016
The PSC’s usual residential address won’t be available on the public register, and the day of birth will be suppressed. All other PSC information will be available on the public register, much like directors and members details are currently held.
In some exceptional cases, it may be that a PSC is at risk of violence or intimidation. For example, this might be because they’re linked to a company that might be targeted by activists due to its activities. In these cases, you may apply to have your details protected, so they aren’t available to credit reference agencies.
If you’re granted protection, you’ll still need to send your PSC information to us when it’s required (for example on the confirmation statement), and the information will still be available to the police.
If you identify a PSC that needs to apply for the protection before 30 June, it’s important to apply as soon as possible.
BEIS recently published guidance on the PSC register.
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.
Accelerated strike-off - 10 October 2015
The time it takes to strike a company off the register if it’s 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 3 months after publication of a notice in The Gazette. Under the new timescales, the company is struck off not less than 2 months from publication of the Gazette notice.
If you’re waiting for a company name to become available, faster company strike off means this will happen slightly sooner. However, if you want to prevent your company from being struck off, it’s even more important for you to keep your company record up to date.
If you are objecting to a company being struck off, this also means you now have 2 months to object, instead of 3.
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’s important to realise this no longer happens. All objections need to be lodged within 2 months of the first gazette notice.
Date of birth - 10 October 2015
It’s always been a requirement of the Companies Act 2006 for directors to provide a full date of birth. We’re now giving you 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 our 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, we’ve added a statement 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. See also the new director disputes procedure.
Director disputes - April 2016
This measure provides a simpler way to get falsely appointed directors’ details removed from the register.
If an appointed director didn’t consent to act in their appointment, they can apply to have the notification of their appointment removed from the register.
When an application is received, the company in question will be asked to provide evidence the director ‘consented to act’ in their appointment. If sufficient evidence isn’t provided, this will result in the director’s appointment being removed from the register.
This proof might be that the company has retained a statement from the director that they have ‘consented to act’.
Registered office address (ROA) disputes - April 2016
This will help when a company is using an address for its registered office without authorisation.
Where a complaint is received that a company or a limited liability partnership (LLP) is wrongly using an ROA, Companies House will investigate. If the registrar is satisfied that a company or LLP is not entitled to use an address, they’ll be able to change the ROA of that company or LLP to the ‘default’ address.
The registrar can nominate a default address for each jurisdiction (England and Wales, Scotland or Northern Ireland).
Any post sent to a company at the default address will be held at the relevant Companies House office.
Companies House offices won’t receive packages or bailiff visits for companies whose ROA has been changed to a default address.
Evidence of ROA
Acceptable evidence that a company has the right to use an ROA might be a document that shows it’s a building the company owns, one they rent, or an agreement from the owner that they are allowed to use the address as an ROA.
The registrar will consider any evidence sent and advise both the company and the applicant of the outcome. If the registrar can’t come to an appropriate decision, it may be referred to the courts.
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:
- 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’ days 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 our website.
Directors misconduct - October 2015
From October 2015, new offences were added to the current regime that individuals can also be disqualified for. These are:
- ‘disqualification for certain convictions abroad’
- ‘disqualification of persons instructing unfit directors’
The conduct of people instructing unfit directors can also be taken into consideration. If a director has been deemed unfit due to someone exercising control over the director, they could also be disqualified.
Bearer shares - 26 May 2015
Share warrants to bearer (known as ‘bearer shares’) were abolished.
These were shares issued by a company, but assigned to a warrant, rather than a registered owner. The warrant allowed the bearer holder to claim any ownership or rights attached to those shares.
As the owner’s details did not need to be entered into the register of members, it was sometimes difficult to establish ownership of those shares.
All shares must now have a designated owner.
If your company has bearer shares
If this affects your company, your bearer shareholders have 9 months (from 26 May 2015) to surrender their warrants voluntarily. These can then be converted into registered shares, and the bearer shareholder will enter their name into the register of members.
Your company should take steps to ensure bearer shareholders know their rights to surrender their warrants, and the consequences if they don’t.
Consequences of not surrendering share warrants
If the share warrants haven’t been surrendered within 7 months (from 26 May 2015), all rights are automatically suspended. Bearer shareholders can’t vote or claim dividends from the shares. They will also be unable to transfer the warrant, as any transfers made after the 7 month period are void.
If the share warrants haven’t been surrendered within 9 months, the company has to make an application to the court to have them cancelled.
You won’t be able to appoint corporate directors, although there are some limited exceptions. The detail of these exceptions are still under development. Any further information including a date for implementation will be provided on GOV.UK as soon as it’s available.
|26 May 2015||Bearer shares abolished|
|10 October 2015||Director day of birth suppression|
|Company strike-off accelerated|
|Consent to act checkbox for officers|
|April 2016||Director disputes|
|Registered office disputes|
|PSC registers need to be kept by companies and LLPs|
|PSC protection regime|
|June 2016||Confirmation statement|
|PSCs to start being filed with us|
|Statement of capital changes|