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The Small Business, Enterprise and Employment Act (2015)

In a few of our previous posts we've covered some of the bases of this Act. Now we'll try and bring the information together in one place.

In March 2015 The Small Business, Enterprise and Employment Act gained Royal Assent meaning that it could be passed in Law over the new few years. There have been roll outs of parts of it with it finally becoming complete in June 2016.

The key objectives of the Act are:

  • Reducing Red Tape for small businesses operating in the United Kingdom
  • Improve the quality of information available on the public ledger
  • Enhance corporate transparency

Bearer Shares (Came into force May 2015)

Share warrants to bearer (known as bearer shares') have been abolished as part of the Act. These were shares issued by a company, but assigned to a warrant, rather than a registered owner. The warrant allowed the bearer holder to claim any ownership or rights attached to those shares.

As the owner's details did not need to be entered into the register of members, it was sometimes difficult to establish ownership of those shares.

Accelerated Strike-Off (Came into force October 2015)

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.

Consent to Act as an Officer (Came into force October 2015)

In regards to newly appointed officers, a statement has been added to the relevant appointment and incorporation forms (both paper and electronic) that the person has consented to act in their relevant capacity. This replaces the previous consent to act procedure.

Directors Misconduct (Came into force 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 for disqualification.

Director Disputes (Came into force April 2016)

This makes the process of removing a falsely appointed director easier.

If an appointed director hasn't consented to act as an officer then the company can apply to have them removed from the register. When an application is made, the onus is on the company to provide the evidence that the director did not consent.

Registered Office Address (ROA) Disputes (Came into force April 2016)

If a company or LLP is found to be using an address without the correct authorisation then they can be reported to Companies House. If this happens, the registrar can nominate a Default Address' for all correspondence to be sent to.

Check out one of our other posts to see more information on the differences between service and registered address.

The People with Significant Control (PSC) Register (Came into force between April 2016 and June 2016)

A PSC is anyone in a company or LLP who meets one or more of the following criteria:

  • 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.

Initially this has to be kept as part of the company's statutory register until the Confirmation Statement is brought in (see below). This will then be filed at the same time as the Confirmation Statement.

Protecting PSC information (Came into force June 2016)

Some of the information about PSC's will now be hidden on the Companies House Register. This includes the PSC's residential address and the day of their birth (the month and year will still be visible publicly).

The Confirmation Statement (Came into force June 2016)

This was brought in as a replacement to the Annual Return. Instead you will need to confirm any of the details that HMRC holds about your company and then also file any changes. In order to complete the return you will need to:

  • check the information held about your registered office, directors and location of registers if there's been any changes, you'll need to complete a separate form before filing your confirmation statement
  • check and if necessary update your shareholder information, statement of capital and your standard industry classification (SIC code)
  • check and confirm your record is up to date
  • pay a fee of £13 to file online or £40 by paper

Simplified Statement of Capital (Came into force June 2016)

The changes to the statement of share capita mean that you no longer have to show the amount paid up and unpaid on each share. Instead you can show an aggregate amount unpaid on the total number of shares.

This will be shown in the Confirmation Statement.

Company Registers (Came into force June 2016)

Private companies can now opt to keep certain information on the public register, instead of holding their own statutory register. This can apply to:

  • members
  • directors
  • secretaries
  • directors' residential addresses
  • people with significant control (PSC)

Last Updated: 20th April 2017. All information correct at time of posting.

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