The Act materially reforms UK company law. One of the more high-profile changes is the introduction of a central public register of those individuals who have significant control of UK companies, the “PSC register”. Other changes include, for example, the abolition of corporate directors, the replacement of annual returns with annual confirmation statements, the introduction of an accelerated strike-off procedure and changes to the director disqualification regime.
Following commencement provisions in the Act, certain sections came into force on the day the Act was passed (26 March 2015); others came into force two months later (26 May 2015) including the abolition of bearer shares and clarification that directors duties apply to shadow directors (mentioned in last week’s update and summarised below). A provisional plan published last year by BIS suggested the Act would be implemented in phases and would be fully in force by April 2016.
The first commencement regulations have now been published. From a company law perspective the regulations do not bring any of the underlying company law changes into force. Instead the regulations simply commence a number of provisions “for the purposes of enabling the exercise of any power to make provisions by regulations, rules or order made by statutory instrument or to prepare and issue guidance”. In other words, the regulations are preparatory prior to implementation of certain of the operative provisions.
Impact – the practical impact of the regulations will be apparent over the coming months when draft secondary legislation and guidance is published. One of the most eagerly awaited pieces of guidance is on the meaning of “significant influence or control” for the purposes of determining which individuals must be registered in the PSC register. Guidance on this is not anticipated until the Autumn, a fairly short time before companies are expected, based on BIS’ provisional implementation plan, to be required to start keeping a PSC register which is thought will commence in January 2016.