27 March, 2015
The Small Business, Enterprise and Employment Bill has recently been approved by both the House of Lords and House of Commons. The Bill, which makes significant amendments to the Companies Act 2006, the Insolvency Act 1986, and the Company Directors Disqualification Act 1986, simply awaits the formality of Royal Assent before coming into force.
The Bill will implement a raft of changes to current legislation, from director disqualification through to annual returns. Whilst these changes to the Companies Act are expected to impact on all companies, it is hoped that the effect of the new legislation will be to reduce the regulatory burden imposed on smaller businesses.
We have selected the most relevant amendments and detail these below.
The nature of directors
It is now a requirement that all directors must be a natural person. As such, corporate directorships will cease within 12 months of the new section coming into force. Any attempt to appoint a corporate director will be void.
Significant changes have been made to the regime of disqualification, widening the scope for disqualification.
Streamlined strike off
The Registrar of Companies will now be able to strike a company off within around 4 months. The Registrar will need to wait only 14 days to publish a notice in the Gazette, after sending its second communication to clarify if the business is still in operation. And only 2 months will need to elapse following the Gazette notice before the company can be struck off.
PSCs - the new VIPs?
A new part will be inserted in the Companies Act 2006., which will apply to most private limited companies. An important introduction is the requirement of such companies to hold a public, statutory register of People with Significant Control (PSC register) over the company. This register should be available for inspection at the company's registered office. A person will be classed as a "PSC" if they meet a number of conditions, depending upon their circumstances. For instance, the following will be classed as PSCs:
Filing is dead. Long live filing!
There will no longer be a requirement to file an Annual Return. However, in its place will be a new obligation to provide Companies House with a Confirmation Statement, which will explain that the company has duly filed all information it was obliged to within the previous 12-month period. Companies have the opportunity to file the necessary notifications at the same time as the confirmation statement, if they have omitted to do so previously. Such information as the change of a registered office; changes to the register of directors, company secretaries, people with significant control; details of a single alternative inspection location; and obligations arising out of a company's decision to use the central register.
A further filing change is in relation to statement of capital. It will not be necessary to state the amount paid up and the amount unpaid for each share. The new requirement is to state, if any, the aggregate amount unpaid on the total number of shares in the company.
Companies will now have the option to use the Registrar of Companies' central registers to hold statutory information. As such, the Registers of Members, Directors, Directors' Residential Addresses, and Secretaries will not need to be recorded in separate statutory books if this option is elected.
Forbes Solicitors delivers 'fast response times' and demonstrates 'impressive industry knowledge'.
2018-19 edition Legal 500
Very thorough and precise with each contract and have made it very easy for us to feel very confident going into new territories, whether it being a different country or a different manufacturer.
Forbes was instrumental in ensuring Electric Coffee Co is able to meet its growth ambitions.
Electric Coffee Co
It is always a pleasure to deal with true professionals and specialists in their area and this is what you can expect when dealing with Forbes and, in our case, specifically Nick and Gemma.
Gareth & Janet Watson
The team not only provides professional and practical advice, but also takes a personal interest to understand the business and the matter at hand.
Leonard Curtis Business Solutions Group
The advice and service that we receive from Pauline and her colleagues is consistently professional, knowledgeable and efficient. They have a great ethos and are a pleasure to work with.
Focus Insolvency Group
What a pleasure to do business with Forbes - Pauline Rigby & Nick Pickup both understood my personal objectives and requirements
Former Business Owner
I would like to thank Jayne and the Business Law team for being so friendly, professional and patient throughout the sale.
We have been very happy with the professional service from Pauline Rigby and her colleagues in the Business Law team and the ease of purchasing our new business
Andrew M Jones
Internet Trading Ltd
I and the UCLan team wanted to acknowledge the support from your team, including Nick Pickup and Pauline Rigby. Their contribution has been much appreciated by both clients and our staff.
Head of Innovation and Enterprise
Sincere thanks for all the time, patience and professionalism from Pauline and Tricia in the completion of MAP12 contract terms and conditions.
Jayne & Anthony Mellor
It's a One Stop Shop as a legal entity, whatever problem we've got you've got someone to come and advise us or fix it
The Northcote Group
We have always found Forbes to be approachable and helpful and we look forward to a continuing professional relationship
Child Action Northwest
I have been extremely pleased with the legal team at Forbes and all their help
South Lakes Veterinary Centre
The team at Forbes have been professional, thorough, friendly and efficient from day one through to completion. We will certainly be using them again as we look to move our business forward.
S & L Wilson