Small Business Act: Company registers and filings

Simplification of company filing requirements

The relevant provisions in the Act amend various sections of the Companies Act 2006 and include the following:

Disputes relating to the appointment of a director

The Act includes new provisions to deal with the situation where a notice of appointment of a director has been filed at Companies House, allegedly without the consent of the relevant appointee.

With effect from 10 October 2015, the current system under which a newly appointed director (or secretary) must consent to act in that capacity will be replaced with a requirement for the company to make a statement confirming that the person has consented to act. This new requirement will apply to appointments both on and after the company’s incorporation.

Following notification from the company of a new directorship, the Registrar of Companies will send a notice to that director stating that the Registrar has been notified of the appointment and including information about the role and duties of a director (or giving details of where such information can be found.)

The new procedure for removing false or incorrect directors' details from the register will come into force in April 2016. A new director will then be able to apply to Companies House for removal of that appointment from the register if he/she did not actually consent to it. If the company does not, within a specified timeframe, provide the Registrar with sufficient evidence that the director did consent to act, the Registrar will remove details of the appointment from the public register.

The Registrar of Companies and Applications for Striking off (Amendment Regulations 2016) specify the evidence that a company must produce in relation to proving consent and also the timeframe in which that evidence must be provided to the Registrar.

Removal of the day of a director’s date of birth from the public register

Under the current system, a director’s full date of birth is publicly available at Companies House. Due to concerns that this information is frequently used in identity theft cases, the Act enables the Registrar, with effect from October 2015, to omit the day of a director’s birth from the public register so that only the month and year will be visible to the public. Companies will still, however, be required to send full details of dates of birth to the Registrar and this information will continue to be available for inspection in the company’s own statutory books.

From June 2016, private companies will have the option of keeping their statutory registers (including the register of directors) at Companies House rather than maintaining them at their own registered office (see “Option to keep information at Companies House rather than in private registers,” below.) If a company opts out of the requirement to maintain its own register of directors, the full date of birth of each of its directors will continue to be made available on the public register at Companies House.

The full date of birth of a director will also remain on the public register where that information was provided to the Registrar before October 2015.

The same regime will apply in relation to date of birth information for registrable people with “significant control” over the company. (For further information, see the article Register of people with significant control.)

Disputes relating to a company’s registered office

The Act gives the Secretary of State the power to make regulations under which the Registrar will be required to change the registered office address of a company where the Registrar is satisfied that the company is not authorised to use that address. The relevant regulations, the Companies (Address of Registered‎ Office) Regulations 2016, will come into force on 06 April 2016.

This new system will allow anyone to object to the use of an address as a registered office, explaining why the company is not authorised to use the premises for that purpose and providing evidence supporting the objection.

Speeding up the company strike off process

With effect from October 2015, the Act reduces the length of time it takes for the Registrar to be able to strike a company off the register when he has reasonable cause to believe that it is not carrying on business or is not in operation. Currently, this entire procedure will take about six months. Under the new provisions, this timescale is reduced by about two months.

The amendments:

• reduce the time the Registrar must wait before sending additional communications to the company from one month to 14 days, and
• enable the Registrar to strike off a company two months after publication of notice in the Gazette rather than after the current three months period.

The Act also accelerates the timescales for striking off a company when this process is voluntarily instigated by the company.

Annual return replaced with confirmation statement

With effect from June 2016, the current requirement in the Companies Act 2006 for a company to deliver an annual return to the Registrar once per year, within a specified time period, will be removed. Instead, the company will have a duty to deliver a “confirmation statement,” at least once per year, confirming that all information required to be delivered by the company to the Registrar for the relevant period has been delivered.

The confirmation statement must be delivered within 14 days of the relevant “review period.” This is defined as:

• the period of 12 months starting from the date of the company’s incorporation, and
• each subsequent 12 months period starting with the day after the date of the company’s last confirmation statement.

Companies must make a confirmation statement at least every 12 months. However, unlike the annual return, the confirmation statement does not have to be made on a set date each year, and the company may choose to make it when it is required to make another filing at Companies House. For example, if a company is required to make a filing concerning a change in a director’s details, it will also have the option to check and confirm all other information at the same time. If it takes up this option, there will be no additional requirement for the company to make a confirmation for another 12 months.

The information that must be confirmed under the new system is similar in content to that in the current annual return. In order to make the confirmation, the company must have filed information relating to any change in:

• the company’s registered office
• the company’s register of directors, register of secretaries (if relevant) and register of people with “significant control” over the company (PSC Register)
• the location where the company keeps its statutory records, and
• any obligations that arise as a result of a decision by the company to keep any of its registers on the central register (see above).

The Act also requires the company to file additional information at Companies House when filing the confirmation statement (unless the additional information has not changed during the relevant confirmation period.) This additional information includes:

• a statement of capital (if the company has a share capital)
• a statement setting out whether any of the company’s shares are admitted to trading and whether the company is subject to Chapter 5 of the Disclosure and Transparency Rules 
• particulars concerning the company’s shareholders
• particulars of any change in the company’s principal business activities, and
• information in the company’s PSC register (if the company has not elected for that information to be kept by the registrar rather than in the company’s own private register.)

Option to keep information at Companies House rather than in private registers

From June 2016, the Act amends the CA 2006 to allow private companies to opt out of the current requirement to keep and maintain the following registers at their registered office (or at a Single Alternative Inspection Location):

• register of members
• register of directors
• register of directors’ residential addresses
• register of secretaries, and
• the new register that will detail people with significant control over the company (PSC Register).

Where a company exercises this option it must ensure that all information on the public register is up to date. Also, to ensure that the same information is available on the public register as would have been available in the company’s own books, the addresses of members will be made available on the public register for the first time and the public will be able to see some information which would not otherwise be available for public inspection (eg. a director’s full date of birth – see “Removal of the day of a director’s date of birth from the public register” above.) Information which is not currently available for public inspection on either the public or the company register (eg directors’ residential addresses) will not be made publicly available.

During any period that a company has elected to keep information on the public register, it will not be required to update its private register of members nor the PSC register. It must, however, still keep these historic registers, which should state accurately the membership or PSC position immediately before the election took place. The rights to inspect and copy these historic registers (as set out in the CA 2006) will still apply. There is no similar obligation to keep a historic record of any of the other registers.

Again, if a company chooses not to keep its own register of members, a person will become a member of that company when their name is entered on the public register. As referred to above, the public register will include details of members’ addresses. As a safeguard, a unanimous decision of the company’s members will be required before the company can exercise the option not to maintain its own register of members. As a similar safeguard, persons entered on the PSC register will also have the opportunity to object to the company’s decision not to maintain that register.

Changes to statement of capital

From June 2016, the Act amends the CA 2006 so that the requirement to list the amount unpaid and paid up on each share in a statement of capital is replaced with a requirement to state the aggregate amount unpaid (whether by way of nominal value or premium) on the total number of shares..

Streamlined company registration process

The Act imposes a duty on the Secretary of State to ensure that a streamlined company registration system is in place by 31 May 2017.

The system should enable a person to deliver all of the information required for company registration at Companies House and for registration for tax purposes with HMRC electronically and to one recipient only. No further information has yet been published on this proposal.