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Small Business, Enterprise and Employment Act 2015: timetable update

The UK Government has recently released an amended timetable for the implementation of the Act.

26 May 2015

Bearer shares: There is no change in relation to the timing of the abolition of bearer shares. They were abolished on 26 May 2015 and any existing share warrants will need to be surrendered within 9 months of that date.

10 October 2015

The following changes were scheduled for October 2015 and remain so under the revised timetable.

Date of birth: Partial suppression of date of birth on the public register: suppressing the day element for directors.

Accelerated strike-off: The time it takes to strike companies off the register will be reduced.

Consent to act as a director or secretary: Replacement of the ‘consent to act' procedure. For newly appointed directors and secretaries, a statement will be added by Companies House to the relevant appointment and incorporation forms (paper and electronic) that the person has consented to act in their relevant capacity. Companies will be required to agree to this statement. This will replace the current consent to act procedure of providing a signature on paper forms and personal authentication on electronic filings.

December 2015

These new procedures were originally scheduled for October 2015 but have now been moved to December.

Director disputes: A simpler way to get falsely appointed directors' details removed from the register. Disputes might be made where it is found an appointed director did not consent to act in their appointment.

Registered office disputes: A new process to provide a remedy where a company is using an address for its registered office but never had authorisation.

April 2016

Register of people with significant control (‘PSC register'): Companies will need to keep a PSC register from April, in preparation for the need to file this information at Companies House which commences from 30 June 2016.

This is the change most likely to be of importance for UK companies giving them a bit more time to consider the impact of the new legislation. Originally, the need to create the PSC register was set for 1st January 2016 with the requirement for the central register set for April 2016. So these dates have been "pushed back" by several months.

June 2016

These changes have been moved from their original implementation date of April 2016.

Check and confirm: A requirement to ‘check and confirm' the company information by filing a ‘confirmation statement', and notify changes if necessary at least once every 12 months. This will replace the current obligation to file an annual return.

Central register: As mentioned above the central register of PSCs will need to be kept from 30th June 2016. This information will be filed at Companies House on incorporation and updated at ‘check and confirm'.

Company registers: Private companies will be able to opt to keep certain information on the public register only, instead of statutory registers. This will apply to the registers of members, directors, secretaries, directors' residential addresses and the PSC register.

Directors misconduct: The disqualified directors regime will be updated and strengthened.

Statement of capital: Simplification of the statement of capital and consistency throughout the Act.

October 2016

Corporate directors: A prohibition on appointing corporate directors will be introduced with some limited exceptions. Any company with an existing corporate director will need to take action, to either explain how they meet the conditions for an exception or give notice to the registrar that the person has ceased to be a director. This was originally timetabled for October 2015. It may also be that there will be transitional provisions for existing corporate directors.

Visit the UK Government website for the latest timetable for the implementation of the Act

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