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Future legislative changes for companies to be aware of

27 May 2015

Our corporate & commercial team summarises future legislative changes in company law which businesses should take account of.

Legislation is due to come into force at the beginning of next year requiring all UK companies to maintain a register of persons with significant control (‘PSCs’) in addition to a register of members. The latter lists the persons who have legal title to the shares whereas the new PSC register is intended to identify and reveal individuals who, directly or indirectly, have significant control or influence.

This rule does not apply to public companies whose shares are traded on a regulated market or stock exchange, or to LLPs.

Broadly speaking, an individual will be a PSC if he owns or controls more than 25% of the shares of the company, has the power to appoint or remove the majority of its directors or has significant influence over the company.

Personal details of all PSCs will need to be recorded and submitted to Companies House on an annual basis and criminal penalties will apply for failure to provide the relevant information, or for any company or individual who deliberately submits false information. If you are a PSC, or a director of a private company, you should therefore start planning now for this new regime.

Other company law changes to note, resulting from the implementation of the Small Business Enterprise and Employment Act 2015, include the abolition of corporate directors, the abolition of bearer shares, the protection of date of birth details for directors and a new regime for annual returns.

From October 2015, UK companies will not be permitted to appoint corporate directors. This is intended to increase transparency as all new directors will (subject to a few exceptions) need to be individuals.

Annual returns will, from April 2016, be superseded by a new ‘confirmation statement’ to be filed at Companies House. This may be submitted at any time within each 12 month period and is intended to confirm the up-to-date position of the company as at the date of the confirmation statement including details of the company’s PSCs.

In a similar vein, companies may from April 2016 supply details which would normally be kept in their private company books to a central register at Companies House. It remains to be seen how popular this will be, but it may certainly help new companies whose officers are more used to dealing with matters online than the old fashioned hard copy company books.

To discuss any of these changes in more detail please contact our corporate & commercial team.

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Our corporate & commercial team is rated by national legal guides The Legal 500 and Chambers UK. The department’s expert lawyers can help businesses big or small on a variety of corporate challenges that may arise.

Disclaimer: All legal information is correct at the time of publication but please be aware that laws may change over time. This article contains general legal information but should not be relied upon as legal advice. Please seek professional legal advice about your specific situation - contact us; we’d be delighted to help.
Chris Wills LLB (Hons)
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