The Red Tape Challenge

The Red Tape Challenge

In its 2013 consultation paper, “Red Tape Challenge: Company Filing Requirements”, the Government considered proposals to simplify a company’s statutory filing requirements, to reduce duplication and improve flexibility in companies' dealings with the Registrar. 

Certain of these proposals have been included (amongst other things) in the Small Business, Enterprise and Employment Act 2015 (the “Act”), which was bought into force on 26 May 2015 by the Small Business, Enterprise and Employment Act 2015 (Commencement No. 1) Regulations 2015.

The new Act should be a welcome introduction for companies, as under its provisions, the following implementation measures are to be introduced over the next two years:

The Annual Return

Section 92 of the Act replaces Part 24 of the Companies Act 2006 and removes the requirement on companies to file an Annual Return.  Instead, companies will be required to deliver at least once in a 12 month period a confirmation statement that they have delivered all of the information that they are required to provide in the period to which the confirmation relates.

Option to use central register

Schedule 5 of the Act amends the Companies Act to give private companies the option of keeping the information which must be recorded in certain statutory registers on the public register maintained by the Registrar of Companies.  The statutory registers included are:

• The register of members
• The register of directors
• The register of directors’ residential addresses
• The register of secretaries

Directors filing and registration requirements

Under the Companies Act 2006, there is a requirement to notify Companies House, within 14 days, of the appointment of a new director or company secretary, which must be accompanied with consent to act from the appointee.  This has been abolished by the Act, which now requires companies to make a statement that the appointee has consented to act.

Information on Statements of Capital

Schedule 6 of the Act amends various provisions in the Companies Act that require the delivery of a statement of capital, to remove the requirement for companies to include the amount paid up and unpaid on each share.  Instead, under the Act, companies will be required to specify the aggregate amount unpaid on the total number of shares.

Other Points of note

In addition to introducing simplification measures to reduce the administrative burden on companies, the Act also introduces:

• measures aimed at increasing transparency around who controls UK companies and to deter and sanction those who hide their interests; and
• amendments to the directors’ disqualification regime to strengthen the rules that prevent an individual from acting as a director where that individual has committed misconduct.

In addition to this, section 87 of the Act inserts a new section 156A into the Companies Act 2006 and requires all company directors to be natural persons and prohibits the appointment of corporate directors.  Any appointment made in contravention of this section is void and will constitute an offence.

Leanne Consiglio

Consultant