Small Business, Enterprise and Employment Bill receives Royal Assent

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01 Apr, 2015

The Small Business, Enterprise and Employment Bill (“the Bill) which brings in measures aimed at making it easier for small firms to establish and grow in the UK has received Royal Assent.

The Bill, consists of 11 parts and covers a wide range of topics including company filing requirements and corporate trust and transparency upon which the Department for Business, Innovation and Skills (BIS) has previously consulted.

Company filing requirements  

In October 2013, BIS published proposals aimed at reducing the amount of information that companies need to file and the frequency with which it is sent to Companies House.  Following a period of consultation, BIS published updated proposals in April 2014 which are included within Part 8 of the Bill.  Measures within Part 8 will:

give companies flexibility to confirm whether their basic company information is correct and complete at any point in a year - instead of requiring an annual return to be completed at a set point – and simplify the process by allowing companies to check and confirm the information;

allow companies to opt out of the requirement to keep certain company registers and, instead, keep the information on the public register if that is easier for them;

simplify the financial information contained in the statement of capital;

simplify filing requirements where directors are appointed and provide a new means of resolving disputes about directors’ appointments;

suppress part of the director’s date of birth shown on the public register to make identity theft more difficult;

implement a faster ‘strike off’ regime to get defunct companies off the public register and keep it up to date;

make it simpler to remove inaccurate registered office addresses from the public register; and

allow companies to make additional information available on the public register, if they wish to do so. 

Corporate trust and transparency

In July 2013 (link to BIS website), BIS published proposals aimed at a enhancing the transparency of UK company ownership and increasing trust in UK business.  Following a period of consultation, updated proposals were published in April 2014 which are now included in Part 7 of the Bill.  The measures:

  • Require UK companies to keep a register (a ‘Person with significant control (PSC) register’) of people with significant control over the company (those individuals who own or controls more  than 25 per cent of a company’s shares or voting rights or who otherwise exercises control over a company or its management).  The PSC register needs to include details on the individuals including name, date of birth, nationality, address and details of their interest in the company.  Companies are required to keep the PSC register up to date.  In October 2014, BIS consulted as to how to implement these requirements and what guidance would be required to help companies and others understand and comply with them.
  • Increase transparency of company ownership and control through measures including:
    • Prohibiting UK companies from issuing bearer shares and requiring existing bearer shareholders to surrender their shares to the company in exchange for registered shares.
    • Prohibiting the use of corporate directors (one company as the director of another) with limited exceptions.  In November 2014 BIS consulted on the circumstances in which UK companies could continue to have corporate directors.

The government has published a timetable of the expected implementation dates for the Bill (link to Companies House website).

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