Non-statutory guidance for companies, SEs and LLPs on the register of persons with significant control.

We reported in our last newsletter on the new disclosure requirements for UK Unlisted companies and their owners which come into effect on 6 April. The relevant legislation was inserted into the Companies Act 2006 (the Act) by provisions in the SBEE. The Business, Innovation and Skills Department (BIS) published the final version of its non-statutory guidance and its summary guidance for companies, SEs and LLPs on 11 February, since when three additional versions of the non-statutory guidance have been published.  The changes in the different versions from the original guidance referred to in our earlier article have been minor and clarificatory amendments.

Changes of note include:

  • the addition of paragraphs explaining how the condition on direct or indirect ownership of 25% of shares applies to companies without share capital, including charitable companies
  • the addition of example notices
    • to a person who the company or LLP has reasonable cause to believe is a registrable person or registrable entity in relation to it
    • to a person whose details are registered but the company or LLP has reasonable cause to think the details have changed
    • a warning notice advising that a company or LLP is proposing to issue a restriction notice
    • a restriction notice
    • a notice withdrawing a restriction notice
  • deletion of the provision which said that treasury shares are not to be included when calculating the percentage of shares owned
  • an amendment to make clear that a protection application can only be made on an individual's behalf with the individual's consent
  • various corrections in connection with the Guidance for LLPs in Annex 4.

The non-statutory guidance (version 4) can be found here.

PSC Register – amendment of Companies Act 2006 (Amendment of Part 21A) Regulations 2016

These regulations were published in early February to correct a drafting error in section 790C of the Companies Act 2006.  As originally drafted, section 790C of Part 21 of the Act included a requirement to record every company in a chain of companies on a company's register of people with significant control which was never the intention. This amendment will significantly simplify companies' registration obligations under the PSC regime as once the PSC or Registrable Relevant Entity of a company or LLP is established there is no need to go further up the chain of ownership to record all the relevant legal entities or people with significant control further up the chain. 

The regulations were made and laid before Parliament on 8 February 2016. They will come into force on 5 April 2016.  The Regulations can be found here and the Explanatory Memorandum here.

SBEE – Removal from the register of material about directors

We reported in our last newsletter that implementation of the provision in the SBEE which provides for any person whose name appears on the public register to be able to apply to have their name removed if they did not consent to act as a Director had been further delayed from December 2015 to  April this year.
The draft regulations to implement this, the Registrar of Companies and Applications for Striking Off (Amendment) Regulations 2016, have now been published.  Section 102 of the SBEE introduces a new section1095 to the Act to provide that an application to take a director's details off the register can only be stopped where the company provides sufficient evidence to the registrar to prove that the person did consent to act as a director.
The Regulations will come into force on 6 April at which time section 102 of the SBEE will be commenced.  Companies House will also be publishing guidance on the new procedure.
The draft Regulations can be found here and the draft Explanatory Memorandum here.
SBEE – Registered office disputes

We also reported in our last newsletter that there had also been a delay in implementation of a provision in the SBEE which introduces a new administrative procedure to allow the registrar of companies to change the registered office of a company or of a limited liability partnership where the registrar is satisfied, having considered the application made, that use of that address by an entity has not been authorised.  This had also been put back from December 2015 to April this year.

The Draft regulations, with a new section 1097A introduced in to the Act by the SBEE, which will introduce this new procedure have now been published.  The draft Companies (Address of Registered Office) Regulations 2016 set out the application process to be followed and apply the new process to LLPs.

The draft Regulations can be found here and the draft Explanatory Memorandum here.