Insights

The Small Business Enterprise and Employment Bill (currently before the House of Lords) will introduce several changes to compliance requirements for UK companies in the year ahead. It is expected that the Bill will receive Royal Assent before the next Election.

The changes ahead

The aim of the Bill is to increase transparency in the operation and control of companies, as well as a reduction in bureaucracy.

The challenging aspect of this Bill will be the introduction of a register of beneficial owners or People of Significant Control (PSC). The details of person(s) who control more than 25% of the company will be required on incorporation and are to be updated on the public register, by an annual check and confirm system, during the life of the company.

The changes will be introduced over a period of 18 months (following the passing of the Bill) and will be in 3 tranches.

First Tranche

Imminent changes, during the first tranche, will be the abolition of bearer shares, with existing holders being required to surrender them within nine months.

Second Tranche

Following this, during the second tranche, a ban on Corporate Directors will be introduced (with some exceptions).

A further change will be that Companies House will contact any newly appointed directors to make them aware of their responsibilities and provide them with the opportunity to remove their details from the register if they have been appointed without consent.

A welcome introduction for corporate services providers, will be easier removal of an unauthorised registered office address. The disputed address will be removed and Companies House will allocate the company with a PO Box address, which will be monitored with a view to dissolving the company if an alternative address is not received.

Companies will also be dissolved in a shorter period of time. The current system takes 3 to 4 months.

Third Tranche

The final stage of the changes will involve removal of the annual return and replacement with a requirement to check and confirm details at least once every year. If a change has taken place in terms of directors, registered office, PSC or shareholders, companies will be given the option of checking all the details and confirming that they are correct. They will not be required to file anything further in the same 12 month period.

All companies that currently file details with Companies House will be required to provide details of the PSC. Trust and Company Service Providers, and other professionals such as Accountants, have been required to gather beneficial owner information since introduction of the Money Laundering Regulations of 2007. As a result, it is anticipated by Companies House that the process of transferring this information to the public register will not be too onerous.

The view of most corporate service providers differs, in that they will have to seek consent from their clients for publishing this information on public record. Some companies have complex arrangements, particularly family businesses, and it is a challenge to identify the person who is the ultimate beneficiary or person having control of more than 25% of the company. For subsidiary companies, it will be sufficient to refer to the parent company rather than input the information again.

Importantly, companies will still have the option to keep the registers at a specified UK address instead of relying on the central public register as an up to date record of member and officers’ details.

Interestingly, at present the shareholder addresses are not filed at Companies House on the annual return and are only available at the specified address of the company for inspection by interested parties.

Further changes

Companies House are in the process of introducing a complete ‘Open Data’ system. The current requirement of paying for a copy of the historical filing information such as annual returns will be removed and most, if not all, information held at Companies House will be made available for free.

The trading address and additional information such as the website will be accepted for publication on the public register. This is not a compulsory requirement.

Additional Information required on incorporation and throughout the life of a company:

• Full name of Beneficial Owner/s
• Date of birth
• Nationality
• Country or state of usual residence
• A service address
• Residential address
• Date of acquiring the beneficial interest and details of how the beneficial interest is held.

The residential address and day of birth will be suppressed from public view.

If you would like more information about this Bill or need advice on company secretarial matters please contact Colette Reeves by emailing cosec@rjp.co.uk.