The Small Business, Enterprise and Employment Act 2015 (the “Act”) received Royal Assent on 26 March 2015, and certain corporate aspects of the Act have already come into force.
The next tranche of provisions took effect on 10 October 2015, including changes to:
- the appointment of directors and company secretaries;
- the provision of information in relation to a director's date of birth; and
- the company strike off procedures.
Appointments: consent to act
On 10 October 2015, the procedure for appointing company officers, both on and following incorporation, changed.
Companies will now be required to confirm that consent has been given by the officer being appointed. Directors and company secretaries will therefore no longer have to sign a paper form, or provide electronic verification (if the appointment is being filed online). Instead, companies will be required to agree to a statement confirming that the person has consented to act on the form appointing a new director or company secretary within 14 days of the appointment.
In the case of director appointments, Companies House will then notify the director of the appointment and provide information about the role and duties of a director. This notice must include such information about the role and duties of a director (or details of where this information can be found) as the Registrar of Companies is directed to include by the Secretary of State.
Under future proposals, expected to be implemented in December 2015, the procedure for resolving disputes over director appointments will be simplified. Wrongly appointed directors will be able to apply for removal of their details from the register. The Registrar of Companies will be obliged to remove them if the company cannot provide sufficient evidence that the director consented to act.
Directors' dates of birth
A director's day of birth will be left off the public register at Companies House in relation to directors appointed on or after 10 October 2015. However, the day of birth will still need to be provided to Companies House despite the fact that only the month and year will be shown on the public register.
Full date of birth information, which was filed before 10 October, will remain on the public register and companies will still be required to hold full date of birth records in their statutory registers (so it will be available to anyone inspecting the company’s own registers). Following implementation of the provisions of the Act allowing companies to elect to keep their statutory registers at Companies House, the full date of birth will also be available on the public record at Companies House where such an election has been made in relation to the register of directors or PSC Register. This will obviously be a consideration for companies when deciding whether to hold these registers at Companies House.
The Companies (Disclosure of Date of Birth Information) Regulations 2015 were made on 18 September and also came into force on 10 October 2015. They allow the Registrar of Companies to disclose full date of birth information to public authorities and credit reference agencies, subject to certain conditions.
Company strike off
The timescale for voluntary strike off applications to reach fruition will reduce from an average of four months to approximately two months, for companies where no activity is taking place.
Section 103 of the Act, which came into force on 10 October, amends section 1000 of the Companies Act 2006 to reduce the period after which the Registrar of Companies can strike off a company from the register. The amendments include:
- reducing the period of time the Registrar must wait before sending additional communications to the company from 1 month to 14 days; and
- enabling the Registrar to strike off a company 2 months after publication of notice in the Gazette (currently 3 months).
As a result of these changes, the overall period it takes a strike off to be effected will be reduced from approximately 6 to 4 months.
Section 1001 (duty on registrar to act in case of company being wound up) and section 1003 (striking off on application by a company) of the Companies Act 2006 are also amended to accelerate the timescales for striking off a company under those sections.
The changes set out above will result in updated Companies House forms, including:
- director / secretary appointment forms: AP01, AP02, AP03, AP04;
- annual return form: AR01;
- director details change form: CH01;
- re-registration form: RR01;
- incorporation form: IN01; and
- director termination of appointment form: TM01.
The date of birth changes are also being replicated for limited liability partnerships.
On 10 October 2015, the current version of each paper form listed above was replaced. The previous versions won’t be accepted for filing and will be rejected if received at Companies House on or after that date. The new version will be available from Companies House on and from 10 October 2015, and must be used from that date. Companies will be required to agree to a statement confirming that the person has consented to act on the form appointing a new director or company secretary.
If a company files online, it will no longer be required to provide security information online (3 from 7 pieces of information) to Companies House in relation to a director's appointment. Instead, the company will be asked to confirm that it has obtained the officer's "consent to act".
Companies should continue to issue the consent to act forms for newly appointed directors and secretaries, even though consent will no longer have to be filed at Companies House. Keeping copies of consents to act for the company's records, together with other useful documents (such as employment contracts, emails etc.), may be helpful in showing consent, should a dispute arise.