Timeline of changes to company law in the United Kingdom

By Mark Redmond, 4th September 2015

The Small Business, Enterprise and Employment Act 2015 was given royal assent on the 26th of March 2015. The aim of the new legislation is to reduce red tape and improve transparency for UK businesses.  Over the next 15 months Part 7 and Part 8 of the Act will be introduced, both of which are related to corporate aspects and changes to the Companies Act 2006. Listed below are the dates of which the different phases with be implemented. Please note that the dates of Phase 2 – Phase 6 are still provisional at this moment in time.

Phase 1 – 26th May, 2015

  • Bearer Shares

From the 26th of May 2015, companies were no longer permitted to issue Bearer Shares. Companies that have previously issued bearer shares have nine months to surrender such shares in exchange for registered shares. Shares which have not been exchanged in the given timeframe must be cancelled by the company that has originally issued them.

  • Shadow Directors

The general duties of a company director will now apply to shadow directors unless they are not capable of applying. The Secretary of State has been granted the authority to make regulations regarding the application’s or disapplication’s of general duties of directors to shadow directors so that they are more accessible and comprehensive then they were previously. The aim is to improve is to improve the conduct standard of shadow directors and increase accountability.

Phase 2 – October 2015

  • Directors Date of Birth

The day of a director’s date of birth will no longer be required on a company’s public registrar. However, a company will still be obliged to submit these details to the registrar. Both the month and the year of the director’s date of birth will still remain available for inspection on the public register. The aim of this change is to reduce the risk of identity theft.

  • Consent to act as director or secretary

From October onwards, newly appointed directors and secretaries will no longer ‘consent to act’ by signing a paper form or by personal authentication on electronic filings. Instead the Companies House will contact the newly appointed to make them aware that they have been entered on the public registrar and inform them of their duties.

  • Accelerated Strike-off

From October, it will become faster for a company to arrange to be struck off the register.

Phase 3 – December 2015

  • Director disputes 

The process to get incorrectly or falsely appointed director’s details removed from the register will be simplified

  • Registered office disputes 

A new procedure will be introduced to provide a solution in the situation where a company is using an address for its registered office but has not authorised to do so.

Phase 4 – April 2016

  • Persons with significant control (PSC) – maintenance of register

From April 2016 companies will be obliged to identify any person who has ownership of more than 25% of their shares.

Phase 5 – June 2016

  • Check and confirm

From June 2016, the requirement to file an annual return with full company details will be replaced. Instead, a ‘check and confirm’ process will be introduced. This will require a company to file a confirmation statement noting any changes that have occurred since the last confirmation statement. This must be done at least once annually.

  • Persons with significant control (PSC) – publication on register

A company’s ‘PSC register’ is required to be made publically available from the 30th of June. For newly incorporated companies this will need to be filed at Companies House on incorporation. For existing companies this requirement will take effect from the 30th of June 2016. Any updates to PSC registers will then need to be made via the new ‘check and confirm’ process.

  • Private company registers may be kept at Companies House 

If approved by company shareholders, Private companies will be allowed to keep information such as registers of members, directors, secretaries and directors’ residential addresses on the central public register at Companies House, instead of being required to maintain their own separate statutory.

  • Directors’ misconduct

The process of director disqualification will be updated and improved.

  • Statement of capital

Statements of capital will be streamlined and made reliable throughout the Companies Act 2006.

Phase 6 – October 2016

  • Corporate directors

Under current company law in the UK, a company are permitted to appoint another company to stand as a director provided that they have at least one director who is an individual. From October 2016, this will no longer be permitted. Any corporate director who is still in office one year and one day later will automatically cease to be a director.

If you would like more information on changes to company law in the United Kingdom or you would like to incorporate a company, please do not hesitate to contact Company Registrations Worldwide on +3531 6874518 or alternatively you can fill out a contact form on our website.