Small Business, Enterprise and Employment Act 2015 – corporate aspects

This article was produced by Olswang LLP, which joined with CMS on 1 May 2017.

Originally published 12 August 2015 and last updated on 25 April 2016 in relation to the PSC Regime.

Introduction

The Small Business, Enterprise and Employment Act 2015 ("Act") which received Royal Assent on 26 March 2015, is being implemented in stages with the next implementation date set for 30 June 2016. The Act covers a wide range of matters, but of interest to all companies will be the provisions designed to enhance the trust and transparency of UK businesses and changes to the filing regime designed to improve the quality of information on the public record and reduce unnecessary red tape.

The timeline below shows the implementation dates of the key corporate provisions and the links at the bottom of the page will take you to our detailed updates on the various areas.

Trust and transparency provisions

One of the previous Government's key aims when introducing the Act was to increase trust in UK businesses and improve the transparency of their ownership and control. The rationale is that by increasing trust in UK business it will make the UK a more attractive place to do business, promoting investment and growth; and by increasing the transparency of company ownership it will reduce tax evasion and make it harder for UK companies to be used for criminal activities such as money laundering and terrorist financing.

The Government’s flagship policy in this area is the introduction of the PSC (or 'persons with significant control') register, which creates a publically accessible register of the individuals who have ultimate beneficial ownership and control of UK companies and limited liability partnerships.

In addition, the holding of bearer shares has been abolished and various changes affecting directors are being introduced.

Whilst the Act provides the framework for the changes, much of the detail will be contained in secondary legislation and guidance. The links below will take you to our updates giving more detail in these areas. Check back here regularly as we will continue to update the resources as more information becomes available.

Trust and Transparency: Abolition of Bearer Shares

Trust and Transparency: an overview of the new PSC Register and the rules governing the disclosure of controlling interests in UK companies and LLPs

Trust and Transparency: an overview of the provisions relating to directors

Simplification of the filing regime

Another of the major business initiatives of the previous Government was the 'Red Tape Challenge' under which a raft of regulations were considered to establish whether they could be repealed or improved in some way. As part of this, a number of changes to the filing regime were included in the Act, aiming to reduce the administrative compliance burden, particularly for smaller companies, and improve the integrity of the information on the public register.

Of interest to company secretaries will be the move away from filing annual returns on a set date each year to making a confirmation statement at least once every 12 months instead. In addition, the ability to maintain statutory registers at Companies House as opposed to at a company's registered office should remove an element of duplicative filing for those companies electing to take advantage of this new option. Improved dispute processes will mean it is easier for individuals whose names or addresses are used to establish companies without their authority to have these details removed from the register.

The links below will take you to our updates on the detail of some of these provisions.

Filing: an overview of the changes due in force during 2015

Filing: an overview of the move from annual returns to confirmation statements

Application to LLPs and other entities

On 18 September 2015 the Companies and Limited Liability Partnerships (Filing Requirements) Regulations 2015 were published. These regulations came into force on 10 October 2015 and applied some of the changes to the filing regime which came into force on 10 October 2015 to various other entities including limited liability partnerships and Societas Europaea. In particular, the regulations apply the provisions of the Act relating to accelerated strike offs to LLPs and apply the provisions allowing partial suppression of date of birth information from the public register, to individuals who are members of an LLP. Click here for a full copy of the regulations.