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Thursday, April 7th, 2016

Legal update: Company law

This update on Company Law has come from Sandy Adirondack.

Register of people with significant control

From 6 April all companies, including charitable companies and community interest companies, must have a register of people with significant control (PSC register) of individuals and legal entities which have “significant influence or control” over them. There must be a register even if there are no PSCs, or even if the company is dormant. The rules are relatively straightforward for most of the companies on this mailing list, but may be complicated for some companies so read the information carefully.

See Sandy Adirondack’s article on the new PSC register:
www.sandy-a.co.uk/legalstatus.htm#company-register-psc

And her guidance alongside it is here:

If you have not yet set up a PSC register or if have set up something without ensuring it complies with the requirements, your company should be compliant if:

  1. You read my full article above, or at least the Companies House summary guidance at http://tinyurl.com/jb8f8pv and any sections of the full guidance to which it directs you.

  2. You then produce a document (a single sheet will do) headed “Register of people with significant control” with your company name and number, and whichever of the following statements applies, in these exact words:

    1. “The company knows or has reasonable cause to believe that there is no registrable person or registrable relevant legal entity in relation to the company.” Do not do this unless you have read my article or the Companies House guidance and are certain it applies.
    2. “The company has not yet completed taking reasonable steps to find out if there is anyone who is a registrable person or a registrable relevant legal entity in relation to the company.”
    3. “The company has identified a registrable person in relation to the company but all of the required particulars of that person have not been confirmed.”
    4. “The company knows or has reasonable cause to believe that there is a registrable person in relation to the company but it has not identified the registrable person.”
  3. If you have entered statement (b), (c) and/or (d), you take immediate steps to identify possible people with significant control and relevant legal entities, obtain and if necessary confirm the required details, and enter the details in the register.

Other company law changes

As well as the PSC register, a number of other company law changes have come into effect recently or will do soon. I wanted to update all of these on the website before sending this update email, but alas I am on holiday for 10 days from 5 April and ran out of time. I will add the following, with additional details, on the website a.s.a.p. but in the meantime you can find more info on Gov.uk via www.companieshouse.gov.uk.

Directors’ misconduct

Since 1 October 2015 directors can be disqualified for certain convictions abroad, and persons can be disqualified for instructing unfit directors. This is in addition to the existing grounds for disqualification from serving as a director.

From 30 June 2016, Companies House will implement the necessary changes to forms and systems to support the updated and strengthened disqualified directors regime.

Company directors’ date of birth

It has been, and remains, a legal requirement for directors’ date of birth to be shown on the company’s register of directors and to be notified to Companies House. But since 10 October 2015, the day and month of birth are “suppressed” on the Companies House register that is available to the public and is shown on an online company search, so the public can see only the year of birth.

Consent to act as an officer

In the past, anyone appointed as a director or secretary had to sign or electronically authenticate form AP01, AP02, AP03 or AP04, agreeing to act in that capacity. For newly appointed officers since 10 October 2015, the forms have been adapted so the company, rather than the person appointed, confirms that the person appointed has agreed to act. Companies House then contacts the newly appointed person to make them aware that their appointment has been filed on the public register. Companies House also provides them with information about directors’ general legal duties.

From 6 April 2016, a director who has been appointed but did not consent to the appointment can apply to Companies House to have the notification of their appointment removed from the register.

Accelerated strike-off

Since 10 October 2015 the statutory time it takes for Companies House to strike a defunct company off the register has been reduced by one month.

Registered office address disputes

From 6 April 2016, a complaint can be made to Companies House if a company is using an address for its registered office without authorisation.

Confirmation statement

From 30 June 2016, the company annual return will be replaced by a “check and confirm” confirmation statement. Companies will still have to submit information such as appointment of directors and change of registered office within the usual time period. At least once in any 12-month period, the company must check its statement and confirm that all required information has been submitted over the previous 12 months. The statement can be checked and confirmed at any time, so could be done when a change is submitted, and then does not have to be checked and confirmed again until 12 months have elapsed. (But any details due during that period still have to be submitted when due.)

Company registers

From 30 June 2016, private companies (not plc’s) will be able to keep some of their statutory registers on the public register at Companies House, instead of holding them at their registered office or alternative inspection location. This will apply to registers of members, directors, secretaries, directors’ residential addresses and people with significant control. This is completely voluntary, and a company can continue holding its own register if it prefers. I will do an update on this a.s.a.p., because a decision to move the registers to Companies House can have significant implications and should not be made lightly.

Statement of share capital

For companies (including community interest companies) limited by shares, the statement of share capital and the information that has to be provided annually to Companies House is simplified from 30 June 2016.

Corporate directors

From October 2016 (not yet definite – it was supposed to be October 2015, postponed to April 2016, now postponed to October 2016), there will be a prohibition on corporate directors (i.e. directors who are companies or other entities, rather than human beings), apart from some limited exceptions.

Company registration

From 31 May 2017 (not yet definite), a streamlined company registration procedure will be introduced.

See Sandy Adirondack’s legal update website for more details on this or other legal matters:
www.sandy-a.co.uk/legal.htm

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