Brownlie v Four Seasons Group
With the UK’s membership of the EU hanging in the balance, directors and company secretaries may be forgiven for overlooking their company filing responsibilities. Nonetheless, businesses should be prepared for the changes being introduced by the Small Business, Enterprise and Employment Act 2015 (the “Act”) which come into force on 30th June 2016.
The End of the Annual Return
From 30th June, companies and LLPs in the UK will be required to file a Confirmation Statement instead of an Annual Return (businesses with a return date of 29th June 2016 or earlier must still file an Annual Return).
The Confirmation Statement aims to simplify the previous Annual Return process, as follows:
1. Companies will no longer need to repeat previously filed information and may simply confirm that since their previous statement (or Annual Return) they have made every filing required by Companies House;
2. The Confirmation Statement may be filed at any point but at least one must be submitted in any 12 month period (which restarts each time a statement is filed); and
3. Companies that choose to submit more than one statement in a year will only be subject to a single annual fee rather than being charged for each submission.
Note however that the compliance period will be halved. Companies will need to file their Confirmation Statement within 14 days (rather than 28) of their due date. A failure to do so may leave the company and its officers liable to a fine.
The introduction of the Confirmation Statement should reduce the administrative burden of the Annual Return for many businesses and allow businesses to notify Companies House of shareholder changes immediately rather than waiting until their next Confirmation Statement date, but companies should beware of the shortened compliance period.
Companies Must File Their PSC Registers
Since 6th April 2016, companies and LLPs subject to the Act have been required to create and maintain a register of people with significant control (“PSC”). Businesses that are not yet compliant with this statutory obligation should take the necessary steps without delay. For more information on the requirement to keep a PSC Register, please see our earlier blog.
Companies delivering Confirmation Statements from 30th June will also be required to file their PSC Register with Companies House. Companies incorporated from 30th June will be required to file this information on incorporation. Once filed, the register (excluding information relating to the PSCs’ residential addresses and the day of birth) will become publicly available.
Company Books May be Kept at the Central Registry
Companies will be able to opt out of the obligation to maintain the following statutory registers at their registered office or alternative inspection address:
Currently, each register must be kept updated and available for inspection at the registered office or another location (which must be registered at Companies House). However, from June 2016, a new regime is scheduled to take effect whereby companies may elect to keep the information on the public register at Companies House instead. Prior to making the election, all shareholders must opt in and, in respect of the PSC Register, each PSC must be given at least 14 days’ notice and if any PSC opts out, the register must be held by the company.
Whilst the ability to hold registers at Companies House, rather than keeping and maintaining a separate register, will be a useful tool for many small businesses, it does have some drawbacks. Certain information, such as directors’ or shareholders’ addresses and for PSCs or directors, their day of birth, is protected when the registers are held by the company. However, this information will be publicly available should the company opt out of maintaining their own register.
Also, as a person (meaning an individual or corporate entity) only becomes a shareholder of a company when their name is entered on the register of members, companies will lose control over the exact timing of this process (which can sometimes be key). For companies electing to keep information on the central register it is more important than ever to ensure that their corporate filings are correct.
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