03 March 2016
From 6th April 2016 the provisions of Part 21A of the Companies Act 2006 (as was inserted by the Small Business Enterprise and Employment Act 2015), the Register of People with Significant Control Regulations 2016, and the Limited Liability Partnerships (Register of People with Significant Control) Regulations 2016 will all take effect.
These regulations usher in some quite significant changes to the filing requirements of and the registers held by limited companies and LLPs, and are intended to demonstrate the Government's commitment to transparency in business.
From 6th April 2016, all limited companies and limited liability partnerships (LLPs) must begin to keep a register of all of their "people with significant control".
From 30th June 2016, all companies and LLPs must deliver this information to Companies House as part of the new "confirmation statement" (which will at that time replace the annual return), where it will become part of the publicly available records.
Furthermore, from 30th June 2016, any applications to incorporate a new limited company or LLP must include this information.
Any limited company or LLP must take reasonable steps to determine whether there are people who have significant control over the company (or LLP). They must contact that person - or anyone that they believe might be such a person - to confirm whether that person meets one or more of the conditions which are used to define whether they are a "person with significant control" (henceforth, a "PSC") in accordance with the regulations.
A PSC is an individual who meets one or more of the following conditions in relation to the company or LLP:
directly or indirectly owning more than 25% of the shares;
directly or indirectly holding more than 25% of the voting rights;
directly or indirectly holding the right to appoint or remove the majority of directors;
otherwise having the right to exercise, or actually exercising, significant influence or control over the company (or LLP);
holding the right to exercise, or actually exercising, significant influence or control over the activities of a trust or a firm which is not a legal entity, but would itself satisfy any of the first four conditions if it were an individual.
Whilst the first three conditions are quite straightforward, the last two are a little more open to interpretation.
Furthermore, whilst a PSC is an individual, the regulations also provide for a "relevant legal entity" (henceforth, a "RLE") to be recorded instead.
A RLE is relevant if it meets any of the conditions above, AND it is subject to the Financial Conduct Authority's Disclosure and Transparency Rules, AND it has voting shares admitted to trading on a regulated market in the UK or European Economic Area (or on certain other specified markets further afield).
A RLE is registrable in a company's Register of PSC if it is the first RLE in the company's chain of ownership.
As you can see, the PSC regulations are quite a significant change to companies' filing and recording requirements, and appear quite complex, but you can be assured that we at Bourse are ready to help you!
10 October 2015
The next implementation of the Small Business, Enterprise and Employment Act took place on 10th October 2015.
One major part of this implementation will make changes to - and simplify - the 'consent to act' procedure for officers on appointment and incorporation.
For newly appointed directors and secretaries, a statement will be added to the relevant submission (whether made on paper or by electronic means) that the Company has evidence that the appointee has consented to act in that capacity.
Companies will be required to agree to this statement. This will replace the current consent to act procedure of providing a signature on forms and personal authentication (the 'three-of-seven') on electronic filings.
There will be no need for the 'three-of-seven' for consent to act from LLP members on incorporation. There will be a 'consent to act' statement on the LLIN01 and it will be made by whoever is signing the LLIN01 or making the electronic application ('either a solicitor engaged in the formation of the LLP or anyone who subscribed his name to the incorporation document'). That person will need to authenticate the filing in exactly the same way as they do now.
The existing provisions - the 'three-of-seven' items of personal information - will continue to be required for the subscribers to the Memorandum of any new Company whether limited by shares or by guarantee. If that subscriber is a corporation then the 'three-of-seven' items will continue to be required for the person who has the authority to act on behalf of that corporate entity.
A guideline to further implementations and timescales can be found at the link below:
We will keep you updated as this progresses through Parliament.
16 March 2015
The Small Business, Enterprise and Employment Bill is currently making its way through Parliament.
All companies will be affected by at least some changes, as the measures will change legal requirements on companies, including what they file with Companies House.
It is currently expected that changes will be implemented in three stages - those with the highest impact being delivered in the final stage. Changes may still happen during and following the passage of the Bill through Parliament.
A guideline to the implementations and timescales can be found at the link below:
We will keep you updated as this progresses through Parliament.
19 February 2015
It is now possible to incorporate - using our unique on-line Company Formation application - a new company with different and varying share classes.
Various options are available (ie. equal rights, non-voting etc.), however, if these don't meet your requirements, then there is now the option to create your new Company by uploading your own bespoke Articles, and with a specific share structure.
Obviously, if none of these options meet with your requirements, and you wish to create a completely bespoke company structure, then please do not hesitate to contact us.
19 February 2015
Rules relating to the availability of company names came into force on 31 January 2015, when two new Statutory Instruments came into force.
The Company, Limited Liability Partnership and Business Names (Sensitive Words and Expressions) Regulations 2014 and the Company, Limited Liability Partnership and Business (Names and Trading Disclosures) Regulations 2014 both come into force on that date.
Accordingly, some words will no longer be considered to be sensitive expressions (eg. Group, Holding, International, National, and United Kingdom), and some words such as Export, Group, Holdings, Imports, International, and Services will be removed from the schedule of "same as" words (and will therefore be treated as a difference in judging whether two names are "the same as" each other).
This will provide businesses with an opportunity to secure some company names which might have been previously unavailable to them, without having to meet the requirements to justify use of a sensitive expression and without having to seek non-objection from an existing company.
Existing companies which currently benefit from the protection provided by the "same as" legislation should also consider registering further dormant companies purely for the purposes of protecting their company name(s).
You should consider whether you would now like to register a company name to form part of your group, or even just as a "placeholder" which you might not have formerly been able to.
Of course, existing companies will retain the right - that they have always had - to object to Companies House if they feel that a newly registered company name is too similar to their own.
However, you/your clients should really take time to consider the potential risks of not protecting existing company name(s) and the benefits of registering a new and desirable company name before your competitors do...