This Act makes some important amendments to company law as well as dealing with other matters that are not covered here. For an explanation and timetable see the government guidance and the commencement orders.
The Act is being brought into effect in stages by statutory instrument. The timetable has changed several times. Expected implementation dates (where known) are shown by each section, but please note that these may change. The government has published guidance on the Act and its implementation. See also Commencement Orders No. 1 and No. 2.
The Parts of the Act that are relevant to UK company law are:
Implementation: By 31.05.2017
Sec15. The Secretary of State must secure that, by no later than 31 May 2017, a system for “streamlined company registration” is in place, so that a new company may be registered at Companies House and with HMRC for VAT, corporation tax and as an employer for the PAYE system by a single, electronic process.
Sec33 allows definitions for a small business and micro business to be specified in regulations. The definitions are based on the number of employees, turnover and balance sheet total.
Such businesses are subject to separate rules about the content and format of their accounts under the Small Companies (Micro-Entities’ Accounts) Regulations 2013. There is a summary of these in our listing of accounts statutory instruments.
Implementation: April 2016
Sec81 SBEEA authorises schedule 3 of the Act to amend CA 2006 to require companies to keep a register of people who have “significant control” over any company ("PSC register"). A person will have significant control if they hold, directly or indirectly, more than 25% of the shares or of the voting rights, or can appoint or remove a majority of the board of directors or has the right to exercise, or actually exercises, significant influence or control over the company in some other way. Such persons must notify the company, the company is bound to investigate to find such persons and to keep the details on a new statutory register.
See our more complete explanation for more details.
Implementation: 26.05.2015
By sec84 to Sec86 SBEEA: Bearer shares have been abolished and all existing bearer shares have to become registered shares or the rights attaching to those shares may be lost. See our more complete explanation for more details.
Expected implementation: April 2016
By sec87 to sec88 SBEEA corporate directors are abolished in nearly all circumstances .
Expected implementation: April 2016
sec89 to sec91 SBEEA apply directors’ general duties to shadow directors, amend the definition of shadow directors and make provisions for Northern Ireland .
Expected implementation: June 2016
By sec92 the annual return is to be replaced by “confirmation statement” and Part 24 of the Companies Act 2006 (annual return) is replaced with a new version of that Part.
Expected implementation: April 2016
By sec94 and Schedule 5 of the SBEEA the Companies Act 2006 is amended to give private companies the option of keeping certain information on the register kept by Companies House instead of keeping it on their own statutory registers.
Implementation: 10.10.2015
By sec96 SBEEA Part 35 of the Companies Act 2006 (the registrar of companies) is amended so that the actual day of a person’s date of birth will not appear on the part of the register open to the public even though the full date must still be supplied on such forms as require a date of birth (such as on the appointment of a director, etc). Companies House is authorised to supply the full date of birth to certain public bodies and credit referencing agencies. See also The Companies (Disclosure of Date of Birth Information) Regulations 2015/1694.
Sec97 and schedule 6 amend CA 2006 to alter the content of statements of capital (e.g in the SH01, etc forms) required under various provisions of that Act.
98Public companies: information about aggregate amount paid up on shares
Minor amendments to certain forms.
Expected implementation: April 2016
Sec99 SBEEA inserts a new sec1097A into CA 2006 to allow regulations to be made to enable Companies House to order rectification of a company’s registered office address on application by an interested party. There is a right to appeal to the court.
Implementation: 30.10.2015
Sec100 changes the means by which Companies House is notified on the appointment of a director or secretary that the appointed person has consented to act. The previous requirement that the appointee should sign a consent box on the form notifying their appointment has been replaced by a statement on behalf of the company (or on formation, the subscribers to the company) that the person has so consented. This is largely a bi-product of the change to electronic registration of documents, but applies whether the notification is made electronically or on a paper form.
By new sec1079B CA 2006 Companies House must write to any person notified to it as being appointed as a director of a company, informing the appointee of that fact. The notice may be sent by post or electronically.
Expected implementation: April 2016
Sec102 SBEEA amends 2006, sec1095 so that a person who has been notified to Companies House as being a director of a particular company can apply to that body stating that he did not consent to act and requesting that the register be amended to remove the offending material. Companies House must amend the register unless the company produces sufficient evidence that the person did in fact consent to the appointment.
Implementation: 10.10.2015
Sec103 amends CA 2006, sec1000 to reduce the notice periods required when striking a company from the register .
Implementation: 10.10.2015
New grounds for making a disqualification order or accepting a disqualification undertaking under the Company Directors Disqualification Act 1986 (CDDA) are added.
Sec104 inserts a new sec5A into the CDDA making convictions abroad a ground for disqualification and sec105 inserts a new sec8ZA CDDA making it possible for someone who has had sufficient influence over another person who is themselves disqualified (“the main transgressor”) also to be disqualified.
Some detailed amendments are made to the matters to be taken into account when a court is determining unfitness to be a director. Sec 105 SBEEA amends CDDA sec6 to include conduct in relation to one or more overseas companies.
A new CDDA Schedule 1 (matters for determining unfitness) is enacted.
By sec108 SBEEA CDDA sec7(2) is amended to extend the period in which an application for a disqualification from 2 years to 3 years.
By sec110 SBEEA a new sec15A is added to the CDDA allowing the court to make a compensation order against a person who is subject to a disqualification order or disqualification undertaking and the conduct for which the person is subject to the order or undertaking has caused loss to one or more creditors of an insolvent company of which the person has been a director.
There are also detailed amendments to equivalent legislation in Scotland and Northern Ireland.
