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BIS publishes consultation on circumstances in which UK companies could continue to have corporate directors

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27 Nov 2014

The Department for Business, Innovation and Skills (BIS) has published a consultation as to the circumstances in which UK companies could continue to have corporate directors. BIS had previously announced that, as part of the government’s Transparency and Trust programme, it intends to ban most UK companies from having corporate directors so that all of the directors will have to be natural persons.

The key areas suggested where BIS believes corporate directors may continue to be allowed are:

  • UK companies with shares admitted to trading on regulated markets (e.g the main market of the London Stock Exchange) or prescribed markets (like AIM), on the grounds they are already subject to significant transparency requirements.
  • Large public (PLC) and private (limited) companies in group structures, where BIS believe the case is more finely balanced. A supplementary question asks if the exemption should only be available if all of the directors of any corporate director are themselves natural persons.
  • Companies subject to sectoral regulation including charitable companies, trustee companies of pension funds and open ended investment companies.
  • Societas Europaea and Limited Liability Partnerships.

BIS is of the view that a corporation sole should continue to be able to act as a director. An example of a corporation sole would be “The Secretary of State for Business, Innovation and Skills” rather than the named holder of that office at any particular time.

The ban on corporate directors is contained in the Small Business, Employment and Enterprise Bill which is currently before Parliament. The Bill provides that the Secretary of State may make regulations exempting certain companies from the ban.

The deadline for comments is 8 January 2015.

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