TT224: Company Law update – July 2015

Corporate Directors

There were proposals to prevent companies appointing corporate directors from October 2015, as well as introducing a transitional period to begin the removal of corporate directors from all companies (except for some specific exemptions). This proposal has been delayed and is expected to be introduced in summer 2016.

There is still no clarification on the exemptions that will be introduced to allow companies to have corporate directors.

Annual Returns

The need to file Annual Returns will be abolished from April 2016 with a “check and confirm process”. This will apply to Limited Companies, LLPs and corporate trusts but at this stage will not apply to Limited Partnerships.

Reminders regarding the filing of “check and confirm” will be sent by letter or email.

There will still be a fee payable but the amount is yet to be confirmed.

People with Significant Control (PSCs)

A new register will have to be maintained from January 2016 which lists the individual shareholders with significant control. Companies will have to declare the PSCs on the “check and confirm form” and this will be available on the public record for inspection.

The definition of a shareholder with significant control includes shareholders with:

  • direct or indirect ownership of more than 25% of a company’s shares
  • direct or indirect control of more than 25% of a company’s voting rights
  • direct or indirect right to appoint or remove a majority of the board of company directors
  • exercise or right to exercise significant influence or control over a company
  • exercise or right to exercise significant influence or control over activities of a trust or firm which itself meets one or more of the first four conditions

Director disputes

Companies House often receives complaints from individuals stating that they have been falsely appointed as a Director.

To combat the problem of false Director appointments, Companies House will write to the individual when appointed as a Director. In addition, a statement of truth declaration will have to be made on the form appointing the individual as a Director.

A statement of truth declaration is also expected to apply to the appointment of a Company Secretary.

Registered Office Disputes

There are often disputes regarding the use of registered office address where prior approval was not originally obtained.

In such cases Companies House will contact the company and they will have the power to change the registered office to the Companies House address.

Company Registers

Companies are currently required by law to maintain statutory records.

Private companies will be able to opt to keep certain information on public register instead of maintaining statutory records. This is expected to apply from early 2016.

Other changes

From October 2015, the date of birth of Directors will be suppressed from public record. However, forms submitted prior to October will still show the individuals’ date of birth (where requested on the form originally).

It will be possible for companies to include additional information such as trading, website and email addresses.

Public Records

Companies House Webfiling and Companies House Direct services will be replaced with a new Companies House Service where documents can be obtained for free. Work has already begun and most documents can be currently accessed for free. The link to access this services is provided below:

https://beta.companieshouse.gov.uk/

If you have any queries, please do not hesitate to get in touch with your Barnes Roffe contact.

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