A number of administrative measures, mainly relating to the Companies House filing regime, will come into force in stages from 1 October 2015. These are aimed at reducing the burden of compliance, particularly for private companies.
Annual return to be replaced with confirmation statement
UK companies will no longer need to complete and file an annual return at Companies House. Instead companies will have to file a ‘confirmation statement’ once in any 12 month period, stating that they have delivered all information they were required to deliver (for example, details of any changes in the identity or personal details of the directors, changes in share capital or shareholdings, changes to the PSC register or to the company’s registered office), accompanied by details of changes not previously notified or confirmation that there have been no changes since the last statement (if this is the case).
Use of the central register at Companies House
Private companies will have an option to record certain information (including the information currently held on the register of members, register of directors and register of secretaries) on a central register at Companies House rather than having to maintain their own statutory registers. This could result in some small administrative savings for organisations in that they would not need to separately maintain these registers internally and, when there are changes, only the information at Companies House would need to be updated. However, the savings may be limited and, except for very small companies, there are good arguments for keeping these key registers under the company’s control rather than effectively outsourcing them to Companies House.
Also, where a company has elected to keep its information only on the central register, it will not be able to take advantage of the new provision (in force from October 2015) enabling the Registrar of Companies to omit the day of a director’s date of birth from the information that appears on the public register (this omission is intended to protect against identity theft).
Statements of capital
The content requirements for statements of capital will change from June 2016 – companies will have to specify the aggregate amount paid up on all their shares rather than the amount paid up on each share. This simplifies what has often been a time consuming task for companies with a more complicated share capital history.
Currently, when a new company director is appointed, the company must file details of the appointment at Companies House accompanied by a consent to act signed by the director himself. From October this year, the company must instead confirm that the director has consented to act. This should simplify the appointment process but does increase the potential for errors or disputes so, from December this year, a mechanism will be introduced enabling anyone who is registered as a director at Companies House without having consented to act, to have his or her information removed from the register.
Accelerated strike off
Currently, it takes around six months from start to finish for a company to be struck off the register and dissolved. Measures under the Act coming into force in October 2015 will expedite the process and should reduce the timescale to around four months. This is a welcome improvement in timescales and will help those who are seeking to dissolve companies which are no longer required.