Companies House
The Small Business, Enterprise and Employment Act received Royal Assent in March 2015. Its expected to be implemented to the timescales set out below.
The measures that affect companies aim to:
- reduce red tape
- increase the quality of information on the public register
- enhance transparency
The Act intends to provide a boost to the economy, making it easier for businesses to find the valuable information they need. It should also ensure the UK is seen as a trusted and fair place to do business.
All companies will be affected in some way, as the measures change legal requirements on companies, including what they file with Companies House. This will impact your companys systems and processes.
The changes with the highest impact will be delivered in the final stage, giving you more time to get your company ready.
Changes may still happen as secondary legislation passes through Parliament. We will keep you updated and release more information as this becomes available.
26 May 2015
Bearer shares
Share warrants to bearer (known as bearer shares) were abolished.
These were shares issued by a company, but assigned to a warrant, rather than a registered owner. The warrant allowed the bearer holder to claim any ownership or rights attached to those shares.
As the owners details did not need to be entered into the register of members, it was sometimes difficult to establish ownership of those shares.
In keeping with the governments focus on business transparency, this measure means all shares must have a designated owner.
If your company has bearer shares
If this affects your company, your bearer shareholders have 9 months (from 26 May 2015) to surrender their warrants voluntarily. These can then be converted into registered shares, and the bearer shareholder will enter their name into the register of members.
Your company should take steps to ensure bearer shareholders know their rights to surrender their warrants, and the consequences if they dont.
Consequences of not surrendering share warrants
If the share warrants havent been surrendered within 7 months (from 26 May 2015), all rights are automatically suspended. Bearer shareholders cant vote or claim dividends from the shares. They will also be unable to transfer the warrant, as any transfers made after the 7 month period are void.
If the share warrants havent been surrendered within 9 months, the company has to make an application to the court to have them cancelled.
10 October 2015
Date of birth
Partial suppression of date of birth on the public register: suppressing the day element for directors.
It has always been a requirement of the Companies Act 2006 for directors to provide a full date of birth. This measure provides you with more protection by suppressing the day of birth on the public record.
The full date of birth will still be needed to be provided to Companies House, but will no longer be shown in full on our data products.
Your full date of birth will only be disclosed in exceptional circumstances (for example to credit reference agencies, or to public authorities). This procedure is similar to how residential addresses are protected.
You will still need to enter your date of birth into the register of directors, PSC register or both.
Accelerated strike-off
The time it takes to strike a company off the register if its not carrying on business or operation will be reduced.
The accelerated strike-off process aims for the right balance between removing a defunct company from the register and allowing creditors time to register an objection.
Under old legislation, if no objection was received, the company was struck off not less than 3 months after a notice is published in The Gazette. Under the new timescales, the company will be struck off not less than 2 months from publication of the Gazette notice.
If youre waiting for a company name to become available, faster company strike off means this will happen slightly sooner. However, if youre trying to prevent your company from being struck off, its even more important for you to keep your company record up to date.
If you are objecting to a company being struck off, this also means you now have 2 months to object, instead of 3.
Companies House are not re-advertising a 1st Gazette notice once a valid objection has expired. If you previously relied on this as a prompt to renew your objection, its important to realise this no longer happens. All objections need to lodged within the 2 month notice.
Consent to act as an officer
Replacement of the consent to act procedure.
For newly appointed officers, a statement was added by Companies House to the relevant appointment and incorporation forms (paper and electronic) that the person has consented to act in their relevant capacity.
Companies are required to agree to this statement. This replaced the previous consent to act procedure of providing a signature on paper forms and personal authentication on electronic filings.
As part of this, Companies House write to all newly appointed directors to make them aware that their appointment has been filed on the public register and explain their general legal duties. See also the new director disputes procedure.
April 2016
Director disputes
A simpler way to get falsely appointed directors details removed from the register.
Disputes might be made where it is found an appointed director did not consent to act in their appointment.
When a dispute is received, your company needs to provide evidence that the director consented to act in their appointment. If sufficient evidence isnt provided, this may result in the directors appointment being removed from the register.
This proof might be that the company has retained a statement from the director that they have consented to act.
Additional information or evidence that might need to be sent to the registrar is yet to be determined, and will form part of secondary legislation.
Registered office address (ROA) disputes
A new process to help when a company is using an address for its registered office it doesnt have authorisation for.
Where a complaint is received that a company is fraudulently using an ROA, Companies House will investigate. If the registrar is satisfied that a company is not entitled to use an address, he will have the power to change an ROA to the default address.
Default addresses
A default address is the relevant Companies House address for that jurisdiction.
A company registered in England and Wales would be defaulted to Companies House in Cardiff, a company registered in Ireland defaults to Companies House in Belfast, and a company registered in Scotland defaults to Companies House in Edinburgh.
Once changed to a default address, any post sent to that company is held at the relevant Companies House office. If the company wants to obtain post we have retained, they first need to change their ROA and provide evidence that they are entitled to use it.
Companies House offices will not receive packages or bailiff visits on the behalf of companies with default addresses.
Acceptable evidence
This might be a document that shows the ROA is a building the company owns, one they rent, or an agreement from the owne