NEWS & UPDATES
Companies House Updates:
The Small Business, Enterprise and Employment Act is here
The Act represents significant change for companies.
All companies will be affected in some way, as the Act changes your legal requirements, including what you file with Companies House.
This will impact your company’s systems and processes.
The changes with the highest impact will be delivered in the final stage, giving you more time to get your company ready.
Changes may still happen as secondary legislation passes through Parliament.
We will keep you updated and release more information as this becomes available.
Confirmation statement - June 2016
From 30 June 2016, the annual return is being replaced. Instead a confirmation statement will be filed, at least once a year.
The confirmation statement includes details of the registered office, directors and location of registers – if there’s been any changes,a separate form
is required before filing the confirmation statement.
It also requires shareholder information, statement of capital and standard industry classification (SIC code)
Records can be amended as many times as needed but Companies House will only be charge once a year.
For most companies, this’ll also be the first time you’re notifying Companies House of people with significant control (PSC).
New companies will provide this information on their incorporation documents.
The due date is usually a year after the incorporation of your company or the date you filed your last annual return.
The confirmation statement can be filed up to 14 days after the due date.
Companies, Limited Liability Partnerships and SEs need to keep a register of people with significant control (‘PSC register’) from 6 April 2016.
A PSC is anyone in a company, LLP or SE who meets one or more of the conditions listed in the legislation. This is someone who:
owns more than 25% of the company’s shares
holds more than 25% of the company’s voting rights
holds the right to appoint or remove the majority of directors
has the right to, or actually exercises significant influence or control
holds the right to exercise or actually exercises significant control over a trust or company that meets one of the first 4 conditions.
If a company was incorporated before 30 June 2016, this information needs to be recorded in the first confirmation statement.
It’s a criminal offence to not provide this information.
Statement of capital - June 2016
Statement of capital will be simplified. The changes remove the requirement to show the amount paid up and unpaid on each share.
Instead, the aggregate amount unpaid on the total number of shares is recorded.
This figure is more useful for shareholders and creditors as it shows money which is still due to the company.
Currently, a statement of capital needs to be provided every year on the annual return.
Instead, on the confirmation statement all that is required is a statement that there have been no changes for that year.
A full statement of capital will still have to be made where changes have been made during the year.
This will avoid you having to provide duplicate information to the Companies House registrar.
Accelerated strike-off - 10 October 2015
The time it takes to strike a company off the register if it’s not carrying on business or operation has been reduced.
The accelerated strike-off process aims for the right balance between removing a defunct company from the register and allowing creditors time to register an objection.
Under old legislation, if no objection was received, the company was struck off not less than 3 months after publication of a notice in The Gazette.
Under the new timescales, the company is struck off not less than 2 months from publication of the Gazette notice.
If you’re waiting for a company name to become available, faster company strike off means this will happen slightly sooner.
However, if you want to prevent your company from being struck off, it’s even more important for you to keep your company record up to date.
If you are objecting to a company being struck off, this also means you now have 2 months to object, instead of 3.
Companies House is not re-advertising a first Gazette notice once a valid objection has expired.
If you previously relied on this as a prompt to renew your objection, it’s important to realise this no longer happens.
All objections need to be lodged within 2 months of the first gazette notice.
Date of birth - 10 October 2015
It’s always been a requirement of the Companies Act 2006 for directors to provide a full date of birth.
Now Companies House are giving Directors more protection by suppressing the day of birth on the public record.
The full date of birth still needs to be provided to Companies House, but won’t be shown in full on their data products or on images or new filings.
The full date of birth will only be disclosed in exceptional circumstances (for example to credit reference agencies, or to the police).
This procedure is similar to how residential addresses are protected.
The date of birth will still need to be entered into the register of directors,PSC register or both.
Consent to act as an officer - 10 October 2015
For newly appointed officers, a statement has been added to the relevant appointment and incorporation forms (paper and electronic) that the person has consented
to act in their relevant capacity.
Companies are required to agree to this statement. This replaced the previous consent to act procedure of providing a signature on paper forms
and personal authentication on electronic filings.
As part of this, Companies House will write to all newly appointed directors to make them aware that their appointment has been filed on the public register
and explain their general legal duties.
Director disputes - April 2016
This measure provides a simpler way to get falsely appointed directors’ details removed from the register.
If an appointed director didn’t consent to act in their appointment, they can apply to have the notification of their appointment removed from the register.
When an application is received, the company in question will be asked to provide evidence the director ‘consented to act’ in their appointment.
If sufficient evidence isn’t provided, this will result in the director’s appointment being removed from the register.
This proof might be that the company has retained a statement from the director that they have ‘consented to act’.
Registered office address (ROA) disputes - April 2016
This will help when a company is using an address for its registered office without authorisation.
Where a complaint is received that a company or a limited liability partnership (LLP) is wrongly using an ROA, Companies House will investigate
If the registrar is satisfied that a company or LLP is not entitled to use an address, they’ll be able to change the ROA of that company or LLP
to the ‘default’ address.
The registrar can nominate a default address for each jurisdiction (England and Wales, Scotland or Northern Ireland).
Any post sent to a company at the default address will be held at the relevant Companies House office.
Companies House offices won’t receive packages or bailiff visits for companies whose ROA has been changed to a default address.
Acceptable evidence that a company has the right to use an ROA might be a document that shows it’s a building the company owns,
one they rent, or an agreement from the owner that they are allowed to use the address as an ROA.
The registrar will consider any evidence sent and advise both the company and the applicant of the outcome.
If the registrar can’t come to an appropriate decision, it may be referred to the courts.
Company registers - June 2016
Private companies will be able to opt to keep certain information on the public register, instead of holding their own statutory registers.
This will apply to registers of:
directors’ residential addresses
people with significant control (PSC)
This is voluntary, and a company can continue holding its own registers if prefered.
If the company elects to hold registers information at Companies House, this becomes part of the public record.
For example, information such as shareholders’ addresses or directors’ days of birth are protected when registers are held by the company.
This information becomes part of the public record when the information is kept at Companies House.
Companies can opt in and out of holding register information on the public record at Companies House, but any sensitive information that was placed
on the public record while register information was held at Companies House continues to remain part of the public record.
Registers that remain at the company’s ROA or single alternative inspection location (SAIL) continue to be bound to the normal inspection rules
that currently apply. If the information is held on the public record at Companies House, it’s available for inspection to anyone via the Companies House
Directors misconduct - October 2015
From October 2015, new offences were added to the current regime that individuals can also be disqualified for. These are:
‘disqualification for certain convictions abroad’
‘disqualification of persons instructing unfit directors’
The conduct of people instructing unfit directors can also be taken into consideration.
If a director has been deemed unfit due to someone exercising control over the director, they could also be disqualified.
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