The Small Business, Enterprise and Employment Act 2015 received Royal Assent on 26 March 2015. A number of changes have been introduced which impact on the responsibilities of company secretaries and directors. These are summarised below:

From 26 May 2015:

  • A company is no longer able to issue bearer shares and any bearer shares in existence will need to be surrendered within 9 months
  • General duties of directors under the Companies Act 2006 will now apply to shadow directors unless they are not capable of applying

 

 

 

 

From 10 October 2015:

  • A director’s day of birth (not month and year) will no longer be required to be disclosed on the register, although it will still need to be disclosed to the Registrar
  • When appointing directors, rather than the existing consent to act statement in the notice from the appointee, companies will be required to make a statement that the appointee has consented to act. Companies House will then be required to send notice of their appointment to new directors and then directors in turn will be able to apply to have their name removed if they did not consent
  • The strike-off and dissolution procedures will be accelerated

From 1 December 2015:

  • The Registrar will have the power to change a company’s registered office when a company is using an unauthorised address

From 1 April 2016

  • Private companies will be required to keep a public register of people with “significant control” (including details of the ultimate beneficial owners), details of which will need to be provided to Companies House annually from 30 June 2016. “Significant control” for these purposes will be a person who (alone or jointly with others):
    • owns or controls more than 25% of the shares or voting rights
    • has the ability to appoint or remove a majority of the board, or
    • has the right to exercise significant influence or control over the company

From 30 June 2016

  • The annual return will be replaced with an annual confirmation statement which will detail only any changes that have occurred since the last filing
  • Subject to shareholder approval, private companies have the option no longer to maintain their own statutory registers and instead provide the relevant information to Companies House
  • Statements of capital will be amended so that companies only need to include the aggregate amount unpaid on shares (as opposed to including the amount paid and unpaid on each share)

From 1 October 2016:

  • Subject to certain limited exceptions, a company will no longer be able to appoint corporate directors and existing corporate directors will automatically cease to be directors on 2 October 2017