28 August 2015

The Small Business, Enterprise and Employment Act 2015 – revised timetable published

The UK government has announced it will delay the roll-out of the new rules requiring unlisted UK companies to keep a public register of "people with significant control" until later in 2016. Companies will now have to maintain the new register from April 2016 (instead of January), and file the information at Companies House from the end of June 2016 (instead of April). Other key changes to UK company law in the Small Business, Enterprise and Employment Act 2015 will also be postponed until later in 2016.

For a summary of the changes made by the new legislation, please see our March Business Briefing. The full revised timetable is set out below.

May 2015 - Ban on bearer shares and 9 months' surrender period for existing bearer shares (began on 26 May).

October 2015 - Minor changes: day of birth for new directors will not be publicly available at Companies House; time taken to strike off companies reduced; new forms for appointing directors and secretaries (which will not require counter-signature by the appointee).

December 2015 - Minor changes: new Companies House procedures for resolving disputes over mistaken/bogus registrations of directors or registered offices.

April 2016 - Unlisted UK companies must keep a register of "people with significant control" (PSC register). Expected to be from 6 April.

June 2016 - From 30 June a new annual "check and confirm" process will replace annual returns. PSC register must be filed at Companies House on incorporating a company and as part of annual check and confirm. Private companies can opt to keep their statutory registers (members, directors etc.) at Companies House. Changes to director's disqualification regime. Statements of capital on Companies House forms made simpler.

October 2016 - Ban on appointing companies and other corporate bodies as directors, with some exceptions. One year transitional period for existing corporate directors. Exceptions may allow a UK company, all of whose directors are natural persons, to be appointed a director.

The government has also been consulting on the detail of the new PSC register rules (finding time in the Parliamentary timetable to get these approved seems in part to be responsible for the delay). We anticipate that government guidance on the PSC register, originally timetabled for October, will also be delayed until later this year. The new regime is also expected to be extended to limited liability partnerships (LLPs), but the government has not published formal proposals for this yet.

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